EXHIBIT 2.2
AMENDMENT TO STOCK PURCHASE AGREEMENT
This Amendment to a certain Stock Purchase Agreement made as of January 26,
1998 ("Agreement") is made as of March 19, 1998 ("Amendment"), by IAC HOLDINGS
CORP., a Delaware corporation, with offices located at Stamford, Connecticut
("Buyer") and XXXXXX XXXXXXXXX, an individual resident in New York, New York
("Xxxxxxxxx" or "Seller").
1. The Recitals of the Agreement are amended to read:
"Seller desires to sell, and Buyer desires to purchase, a
total of 1,914,929 of the issued and outstanding shares (the
"Shares") of capital stock, $.10 par value of Industrial
Acoustics Company, Inc., a New York corporation (the
"Company"), for the consideration and on the terms set forth
in this Agreement."
2. Paragraph 2.2 of the Agreement is amend to read:
"2.2 PURCHASE PRICE.
The purchase price for each of the Shares will be $11.00;
therefor, the total purchase price for the Shares is
$21,064,219 (the "Purchase Price")."
3. The Buyer hereby expresly waives the Conditions to Closing set forth in
Paragraph 2.5 of the Agreement.
4. Schedule A as attached to the Agreement is deleted and is replaced by a
revised Schedule A attached hereto.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as
of the date first written above.
Buyer: Seller:
IAC HOLDINGS CORP.
By: /s/ Xxxxx X. Read /s/ Xxxxxx Xxxxxxxxx
Xxxxx X. Read Xxxxxx Xxxxxxxxx
President
SCHEDULE A
PURCHASE
SELLING SHAREHOLDERS # OF SHARES PRICE
Xxxxxx Xxxxxxxxx 1,914,429 $21,064,219
Xxxxxxx Xxxxxxxxx 1,000 $ 11,000
Xxxxxxxx X. Xxxx 58,300 $ 641,300
Xxxxxx X. Xxxxxxx 2,500 $ 27,500
Trustees of Xxxxxxx College 116,666 $ 1,283,326
Community Fund, Inc. 233,334 $ 2,566,674
ARK International (Xxxxxxxxx Xxxxxxxx) 2,500 $ 27,500
Xxxxx Xxxxxx 8,200 $ 90,200
Xxxxxx X. Ciriulli 150 $ 1,650
Xxxxxx X. Xxxxx 16,325 $ 179,575
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Total 2,353,904 $25,892,944
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