AMENDMENT NO. 3
to
STOCK PURCHASE AGREEMENT
This Amendment No. 3 to Stock Purchase Agreement (this
"Amendment") is entered into as of November 5, 2003, by and
between Solico International, Inc., a Texas corporation
("Purchaser"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Seller"). Purchaser and
Seller are sometimes collectively referred to herein as the
"Parties" and individually as a "Party."
RECITALS
WHEREAS, the Parties previously entered into that certain
Stock Purchase Agreement as of September 22, 2003, as amended by
that certain Amendment No. 1 to Stock Purchase Agreement dated as
of October 9, 2003, and that certain Amendment No. 2 to Stock
Purchase Agreement dated as of October 31, 2003 (as amended, the
"Stock Purchase Agreement"); and
WHEREAS, the Parties, in accordance with Section 10.8 of the
Stock Purchase Agreement, desire to amend the terms of the Stock
Purchase Agreement to their mutual benefit in accordance with the
terms of this Amendment.
NOW THEREFORE, the Parties, in consideration of the above
recitals, and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, do hereby agree to
the following:
1. AMENDMENT OF SECTION 2.1. Section 2.1 of the Stock Purchase
Agreement is deleted in its entirety and replaced with the
following language:
"(a) First Closing. The closing (the "First
Closing") of the purchase and sale of 200,000 of
the Purchased Shares (the "First Closing Shares"),
for an aggregate purchase price of $400,000 (the
"First Purchase Price"), will take place at 11:00
a.m. Central, on or before November 5, 2003, at
the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P., ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
or at such other time and place as the Parties may
agree. The First Purchase Price shall be paid by
Purchaser through delivery to Seller of a
promissory note in the original principal amount
of $400,000, such promissory note to be secured by
a pledge of the First Closing Shares, all in form
reasonably satisfactory to Seller.
(b) Second Closing. The closing (the "Second
Closing") of the purchase and sale of 200,000 of
the Purchased Shares (the "Second Closing
Shares"), for an aggregate purchase price of
$450,000 (the "Second Purchase Price"), will take
place at 11:00 a.m. Central, on or before December
15, 2003, at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇
L.L.P., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, or at such other time and place as
the Parties may agree."
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2. AMENDMENT OF SECTION 2.3. Subsection (a) of Section 2.3 of
the Stock Purchase Agreement is deleted in its entirety and
replaced with the following language:
"(a) "Put Option. Seller shall have the right
(the "Put Option"), but not the obligation, to
sell all of the remaining 589,718 Common Shares
owned by Seller (the "Remaining Common Shares")
after consummation of the First Closing and the
Second Closing (collectively, the "Option
Shares"), on June 30, 2004 (the "Option Date"),
for an aggregate purchase price of $1,846,724 for
the Remaining Common Shares (the "Option Price")."
3. AMENDMENT OF SECTION 2.4. Subsection (b)(i) of Section 2.4
of the Stock Purchase Agreement is deleted in its entirety
and replaced with the following language:
"(i) deliver to Seller the portion of the Purchase
Price for the Shares to be purchased at such Closing,
or the Option Purchase Price in the case of the Option
Closing, by wire transfer of immediately available
funds to an account designated by Seller or, in the
case of the First Closing, by delivery of a promissory
note in form and substance reasonably satisfactory to
Seller."
4. EFFECT OF AMENDMENT. Except as expressly amended by the
terms hereof, the terms and provisions of the Stock Purchase
Agreement shall continue in full force and effect.
5. COUNTERPARTS. This Amendment may be executed by facsimile
signature in one or more counterparts, each of which will
be deemed to constitute an original copy of this Amendment
and all of which, when taken together, will be deemed to
constitute one and the same Amendment.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed and delivered
this Amendment as of the date first written above.
SOLICO INTERNATIONAL, INC.,
a Texas corporation
By: /s/ ▇. ▇▇▇▇▇▇▇ SPARKS
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Name: ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------
Title: President
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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