AMENDMENT TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Amendment")
is made and entered into the 7th day of February, 1997, by and
between Xxxxxx Holdings, Ltd., a Pennsylvania corporation
("Xxxxxx") and Xxxxx X. Xxxxx, an individual resident of Virginia
(the "Shareholder").
WHEREAS, the parties hereto entered into a stock purchase
agreement effective February 7, 1997 (the "Stock Purchase
Agreement"); and
WHEREAS, the parties desire to amend the Stock Purchase
Agreement as provided herein;
NOW, THEREFORE, in consideration of the premises and the
agreements, representations and warranties hereinafter set forth
and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Xxxxxx and Xxxxx
hereby agree, under seal, as follows:
1. The Stock Purchase Agreement is hereby amended as
follows:
Section 1.2 Purchase Price. of the Stock Purchase
Agreement is amended to modify Section 2.1(a) and to add an
additional 2.1(i) as follows:
(a) On the date hereof, ninety-three thousand
(93,000) shares of Xxxxxx, $0.01 par value (the
"Xxxxxx Shares"), in the form of a certificate
evidencing such shares.
(i) If and when received, Xxxxxx shall pay to
Xxxxx an amount equal to any refunds received
(or credited) for prepayments or overpayments of
expenses which were paid by Real-Tool prior
to the Closing Date.
2. The Stock Purchase Agreement is hereby amended as
follows:
Section 7.3 of the Stock Purchase Agreement is revised
to read as follows:
7.3 Right of First Negotiation.
(a) For purposes of this Section 7.3, the following
terms shall have the following meanings:
"Related Person" is any Person in whom the
Shareholder has, directly or indirectly, more
than a five percent (5%) interest; and
"Affiliated Entity" is an entity at least a
majority of the equity and voting rights
of which are owned by the Shareholder and
no part of the balance of such equity
or voting rights are owned by a competitor
of Xxxxxx.
"Affiliate" has the meaning set forth in Section 9.1
(b) Shareholder's future ability to be involved
in any business that is engaged in the manufacture,
sale or distribution of snow guards, snow bars or
other snow stopping equipment anywhere in the world
is restricted by the noncompete provisions of
Section 7.4.
(c) Shareholder retains the right to develop
other products and to be involved in any other
business, including, but not limited to, the right
for his own account, or through an Affiliated
Entity, to manufacture (including the outsourcing of
the manufacture) or distribute any product, other
than the Snow Guards, that is related to Xxxxxx'x
current product line as of February 7, 1997 (a
"Related Product").
(d) Except as provided in Section 7.3(c) above,
if Shareholder, or any Affiliate or any Related
Person, desires to contract with any third party
to distribute a Related Product, other than the Snow
Guards, or to sell any or all rights to any
Related Product, then Shareholder agrees to xxxxx
Xxxxxx the following right of first negotiation:
Shareholder shall give notice to Xxxxxx of such
desire and shall attempt to negotiate in good faith
for a period of at least ninety (90) days to reach
an agreement with Xxxxxx whereby Xxxxxx would become
the exclusive worldwide distributor of such Related
Product (or would purchase all rights to such
Related Product, if applicable). During such
negotiations, neither the Shareholder nor any
Related Person shall negotiate with regard to the
manufacture or distribution of the applicable Related
Product with any other Person (except that the
Shareholder may consult with counsel or other
advisors in conducting negotiations with Xxxxxx),
nor shall the Shareholder or any Related Person
at any time after the termination of such negotiations
enter into any agreement for the distribution of
(or, if applicable, sale of the rights to) such Related
Product with any Person other than Xxxxxx unless on
terms more favorable to the Shareholder or the
Related Person than those offered by Xxxxxx without
first offering such terms to Xxxxxx with Xxxxxx
having ten (10) Business Days to accept such offer;
provided, that in determining whether the terms
offered by such Person other than Xxxxxx are more
favorable to the Shareholder than the terms
offered by Xxxxxx, the Shareholder shall be entitled
to consider the dollar amount of any guarantees
offered by such Person in addition to the percentage
of sales to which the Shareholder would be entitled
pursuant to the terms offered by such other Person.
3. The obligation of Real-Tool to pay $52,500 to an
employee, Xxxxxxx, in 4 quarterly installments and the obligation
to deliver 7,000 shares of common stock of Xxxxxx to Xxxxxxx is
hereby acknowledged, and the parties acknowledge that the $52,500
payment will be offset, dollar for dollar, against amounts due
under Section 2.1(c); however, the obligation to deliver 7,000
shares will not be offset in any manner beyond that provided by the
modified Section 2.1(a) above.
4. The following are the amounts specified for purposes of
Sections 2.1(d) and 2.1(f):
Account Receivables $91,163.38
Inventory 59,454.31
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Total $150,617.69
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5. Except as hereby expressly extended and modified, the
Stock Purchase Agreement shall otherwise be unchanged, shall remain
in full force and effect, and is hereby expressly approved,
ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first written above.
XXXXXX HOLDINGS, LTD.
By: XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
XXXXX X. XXXXX
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Xxxxx X. Xxxxx
JOINDER
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The undersigned hereby joins in the above Amendment to
Stock Purchase Agreement for purposes of agreeing to Section 2.1(e)
of the Stock Purchase Agreement.
REAL-TOOL, INC.
By: XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: President