EXHIBIT 2.10
DATA PROCESSING RESOURCES CORPORATION
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October 13, 1998
To the Persons on the
Attached Distribution List
Re: Escrow Agreement
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Dear Gentlemen:
This letter is in reference to that certain Agreement and Plan of
Merger dated June 16, 1998 (the "Merger Agreement"), by and among Data
Processing Resources Corporation, a Delaware corporation ("DPRC"), DPRC
Acquisition Corp., a North Carolina corporation ("Acquisition"), Systems &
Programming Consultants, a North Carolina corporation ("SPC"), ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, pursuant to
which Acquisition has agreed to merge with and into SPC, on the terms and
subject to the conditions of the Merger Agreement. Capitalized terms used herein
but which are not otherwise defined shall have the meanings given to them in the
Merger Agreement.
Notwithstanding anything in the Merger Agreement or the Exhibits to
the Merger Agreement to the contrary, we have agreed as follows:
1. The following sentence shall be added to the end of Section 3.4(b)
of the Merger Agreement:
Notwithstanding the foregoing, no more than 10% of the total
number of shares of DPRC Common Stock issued in exchange for the
outstanding shares of SPC Common Stock plus 10% of the total number of
shares of DPRC Common Stock issued in cancellation of the Outstanding
SPC Performance Options in connection with the Merger shall be
deposited in escrow and held by the Escrow Agent pursuant to the
Escrow Agreement.
2. Section 11.2(f) of the Merger Agreement shall be modified to read
in its entirety as follows:
(f) Limitations on Claims. Notwithstanding anything to the
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contrary in Section 11.2(a), above, the maximum, aggregate amount of
claims for Damages for which DPRC shall be entitled to indemnification
under Section 11.2(a), above, shall be limited to the product obtained
by multiplying (i) 10% of the total number of shares of DPRC Common
Stock issued in exchange for the outstanding
To the Persons on the
Attached Distribution List
October 13, 1998
Page 2
shares of SPC Common Stock plus 10% of the total number of shares of
DPRC Common Stock issued in cancellation of the Outstanding SPC
Performance Options in connection with the Merger, by (ii) the DPRC
Average Closing Price at the Signing Date.
3. The first sentence of Section 1.1 of the form of Escrow Agreement
attached to the Merger Agreement as Exhibit E thereto shall be modified to read
in its entirety as follows:
As soon as practicable after the execution of this Agreement,
pursuant to Section 3.4 of the Merger Agreement, DPRC and the
Shareholders shall deposit with the Escrow Agent, that number of the
DPRC Common Shares, which when multiplied by the DPRC Average Closing
Price at the Signing Date shall be equal to Seven Million Dollars
($7,000,000), but in no event shall such amount exceed 10% of the
total number of shares of DPRC Common Shares issued in exchange for
the outstanding shares of SPC Common Stock plus 10% of the total
number of shares of DPRC Common Shares issued in cancellation of the
Outstanding SPC Performance Options in connection with the Merger, and
shall promptly deliver to the Escrow Agent duly authorized stock
certificates for such DPRC Common Shares registered in the names of
the Shareholders.
Please acknowledge your consent and agreement to the terms of this
letter by executing this letter in the space provided below for that purpose.
Very truly yours,
DATA PROCESSING RESOURCES
CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
To the Persons on the
Attached Distribution List
October 13, 1998
Page 3
CONSENTED AND AGREED TO:
DPRC ACQUISITION CORP., SYSTEMS & PROGRAMMING
a North Carolina corporation CONSULTANTS, INC.
a North Carolina corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Executive Vice President ---------------------------
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President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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