AMENDMENT NO. 1 TO STOCKHOLDER AGREEMENT This Amendment No. 1 (the "AMENDMENT"), made and entered into this 12th day of December 1995, is by and among AMRE, Inc., a Delaware corporation ("AMRE"), and the undersigned stockholders of Facelifters Home...
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AMENDMENT NO. 1 TO STOCKHOLDER AGREEMENT
This Amendment No. 1 (the "AMENDMENT"), made and entered into this
12th day of December 1995, is by and among AMRE, Inc., a Delaware corporation
("AMRE"), and the undersigned stockholders of Facelifters Home Systems, Inc., a
New York corporation (the "COMPANY") (each such stockholder a "STOCKHOLDER"),
and amends that certain Stockholder Agreement, made and entered into the 31st
day of October 1995, by and among AMRE and the Stockholders (the "STOCKHOLDER
AGREEMENT"). Capitalized terms used and not defined herein shall have the
meanings assigned to them in the Stockholder Agreement.
PRELIMINARY STATEMENTS
AMRE and the Stockholders desire to amend the Stockholder Agreement as
set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
STATEMENT OF AMENDMENT
1. Amendatory Provision. Section 13 to the Stockholder Agreement
is hereby deleted in its entirety and the section headings subsequent to such
former Section 13 are hereby renumbered to reflect such deletion.
2. Existing Agreement. Except as expressly amended hereby, all
of the terms, covenants and conditions of the Stockholder Agreement (i) are
ratified and confirmed, (ii) shall remain unamended and not waived and (iii)
shall continue in full force and effect.
3. Governing Law. This Amendment shall be governed in all
respects, including validity, interpretation and effect, by the internal laws
of the State of Delaware without giving effect to the principles of conflict of
laws thereof.
4. Counterparts. This Amendment may be executed in one or more
counterparts.
5. Enforceability. If any provision of this Amendment shall be
held to be illegal, invalid or unenforceable under any applicable law, then
such contravention or invalidity shall not invalidate the entire Amendment or
the Stockholder Agreement. Such provision shall be deemed to be modified to
the extent necessary to render it legal, valid and enforceable, and if no such
modification shall render it legal, valid and enforceable, then this Amendment
and the Stockholder Agreement shall be construed as if not containing the
provision held to be invalid, and the rights and obligations of the parties
shall be construed and enforced accordingly.
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IN WITNESS WHEREOF, AMRE has caused this Amendment to be executed by
its duly authorized officer and the Stockholder has executed this Amendment as
of the date and year first above written.
AMRE, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Pres. & C.E.O.
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STOCKHOLDERS NUMBER OF SHARES
Xxxx Xxxxxxxxxx 478,714 plus 122,500 option shares
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Printed Name
/s/ Xxxx Xxxxxxxxxx
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Signature
000 Xxxxxxxx Xxx.
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Address
Xxxxxxxx, XX 00000
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Xxxxxx Xxxxx 137,625 plus 235,000 option shares
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Printed Name
/s/ Xxxxxx Xxxxx
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Signature
000 XX 00xx Xx. Xxxxx 000
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Address
Xxxx Xxxxx, XX 00000
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Xxxxxx Xxxxxxxxxx 158,606 plus 0 option shares
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Printed Name
/s/ Xxxxxx Xxxxxxxxxx
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Signature
000 Xxxxxxxx Xxx.
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Address
Xxxxxxxx, XX 00000
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