This Addendum dated June 1, 1999 to that certain Stock Purchase
Agreement dated May 20, 1999 (the "Agreement") by and between The Harmat
Organization, Inc., a Delaware corporation, having an address at X.X. Xxx 000,
Xxxxxx, Xxx Xxxx 00000 (hereinafter referred to as the "Purchaser") and the
shareholders of XxxXxxxx.xxx, Inc., a Florida corporation whose names and
addresses appear on Exhibit A (hereinafter referred to, collectively, as the
"Sellers") is made between The Harmat Organization, Inc. as Purchaser and Xxxxx
Xxxxxxxxxx on behalf of the Sellers and XxxXxxxx.xxx, Inc. For purposes hereof
the definitions referred to in the Agreement shall have the same meaning herein.
Whereas, Purchaser has informed Sellers that as a result of a certain
transaction Purchaser will be receiving additional assets consisting of the
following:
(a) cash payment of the net amount of approximately
$170,000 due to be paid on or before December 31,
1999 by Xxxxxxx Xxxxxxxxxx (the "Cash Payment").
(b) warrants to purchase 60,000 shares of common stock of
Socket Communications, Inc. (the "Socket Warrants")
having an agreed value of $10,572.
(c) 250,000 shares of common stock of Financialweb (the "Web Stock").
The Cash Payment, Socket Warrants and Web Stock are hereinafter sometimes
collectively referred to as the "Additional Value".
Whereas, Purchaser and Sellers desire to amend the Agreement in certain
respects.
Now therefore, for valuable consideration hereby acknowledged and
received, the parties hereto agree as follows:
1. At the Closing of the Agreement, Purchaser shall establish a record
date of shareholders, excluding the shares of Purchaser's Stock to be issued to
Sellers (the "Record Date"). The Record Date will determine the shareholders of
Purchaser ("Purchasers' Shareholders") entitled to the stock dividend referred
to in paragraph 2 hereof.
2. With respect to the Additional Value, the parties hereto agree as
follows:
(a) For the Cash Payment, the Purchasers' Shareholders shall
be entitled to receive 89,474 shares of Purchaser's common stock.
(b) For the Socket Warrants, the Purchasers' Shareholders
shall be entitled to receive 723 shares of Purchaser's common stock.
(c) For the Web Stock, the Purchasers' Shareholders shall be entitled to receive
a
number of shares of Purchaser's common stock determined as follows: the Web
Stock shall be assigned a per share value based on the lowest trading price of
the Web Stock during any 10 day consecutive period during the 45 day period
following the Closing under the Agreement. Such per share price shall be
multiplied by the number of shares of the Web Stock. Such value shall then be
discounted by 35% and the resulting number shall be divided by $9.50 to
determine the number of Purchaser's common stock. As an example, if the Web
Stock per share price were $15 then the number of Purchaser's common stock would
be 15 x 250,000=3,750,000 discounted by 35%(1,312,500) or 2,437,500 divided by
9.50= 256,579 shares. For purposes of the forgoing, in no event shall the per
share price of the Web Stock exceed $20 per share.
(d) The shares of Purchaser's common stock determined paragraph 2 (a),
(b) and (C) and paragraph 1.2.1 are hereinafter referred to as the "Dividend
Stock". As soon as the Dividend Stock is determined, the Dividend Stock shall be
distributed to the Purchasers' Shareholders. No fractional shares shall be
issued, but fractions shall be rounded up.
(e) The Sellers hereby waive any right to the Dividend Stock. In
addition, Purchaser shall not utilize the Additional Value to cover any
shortfall in the value attributed to Purchaser in the Agreement, as the same
relates to the 175,000 shares of Xxxxxxxxxxxx.xxx andthe preferred stock and
warrants of Socket and the cash..
3.Paragraph 1.4.1 of the Agreement is hereby amended to read as follows:
"1.4.1 Schilowitz Investment. In the event Xxxxxxx Xxxxxxxxxx arranges,
prior to Closing, any financing for BarPoint, Xx Xxxxxxxxxx shall be entitled to
a finder's fee of 5% of the funds raised ,payable in cash or stock at the option
of Xx. Xxxxxxxxxx. The stock to be valued at the value of the financing
transaction. In addition, for services rendered Xx. Xxxxxxxxxx shall receive an
option to purchase 159,027 shares of the Purchaser's Stock exercisable at $1.90
per share, which option shall be for a five year period from the Closing of this
transaction".
4. Paragraph 2.3.5 of the Agreement is hereby amended to read as
follows:
"2.3.5 Preferred Stock. At Closing Purchaser shall issue and sell to Xxxxx
Xxxxxxxxxx, or his designee, three shares of Purchaser's Class A Preferred
Stock, for a Purchase Price of $10 per share (the "Preferred Stock"). The
Preferred Stock shall vote on a pari- pasu basis with Purchaser's Stock.
Purchaser has outstanding 1,000,000 Class A Warrants and 1,000,000 Class B
Warrants (collectively, the "Warrants"). One share of Preferred Stock shall be
voted in accordance with the issuance of the Class A Warrants and one share of
Preferred Stock shall be voted in accordance with the issuance of the Class B
Warrants. The Preferred Stock shall be entitled to one vote for each share of
common stock issued upon exercise of the Warrants. So long as the Warrants are
outstanding and are not exercised, then the Preferred Stock allocated to the
Warrants shall have no vote. In the event the Warrants are not exercised and
expire by their terms, then the Preferred Stock shall be canceled. The third
share of Preferred Stock shall have 346,766 votes".
5. In all other respects, the Agreement is hereby ratified and
confirmed. IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly
executed and delivered as of the date first above written.
The Harmat Organization, Inc. (Sellers)
(Purchaser)
----------------------------
By:______________________ XXXXX XXXXXXXXXX (9.4485 shares)
Name: Xxxxxxx Schiolowitz President
IRREVOCABLE TRUST NO.III
By:___________________________
XXX XXXXXX LINN, Trustee
(77.4796 shares)
-----------------------------
XXXXXXXX XXXX (1.8897 shares)
-------------------------------
XXX XXXXXX LINN (0.4720 shares)
------------------------------
XXXXXXX XXXXXXXXXX (2.3626
shares)
ROTHSCHILD CHILDREN'S
PRESENT INTEREST TRUST
By:____________________________
XXX XXXXXX XXXX (2.3626
shares)
------------------------------
XXXXXXX XXXX (3.5 shares)
XXXXXXXXXX & XXXXX, LLP
By:________________________
XXXXX X. XXXX (1.2 shares)
PENN COMPUTER SOLUTIONS
By:________________________
XXXXXX XXXXXX (1.2850 shares)
