EXHIBIT 2.2
AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT ("AMENDMENT"),
dated as of December 28, 2001, by and among INSURANCE MANAGEMENT SOLUTIONS
GROUP, INC., a Florida corporation ("SELLER"); GEOTRAC HOLDINGS, INC., a
Delaware corporation ("BUYER"); BANKERS INSURANCE GROUP, INC.., a Florida
corporation, XXXXXX X. XXXXX, an individual resident of the State of Ohio, and
XXXXXX X. XXXXX TRUST (under Declaration of Trust dated May 7, 1998) and XXXXXX
X. XXXXX TRUST (under Declaration of Trust dated May 7, 1998) (each a "White
Trust" and, collectively with Xxxxxx X. Xxxxx, the "WHITES"); and GEOTRAC OF
AMERICA, INC., a Florida corporation (the "COMPANY").
WHEREAS, each of the parties to this Amendment is a party to
a Stock Purchase Agreement, dated as of September 20, 2001 (the "Stock Purchase
Agreement"), and capitalized terms not otherwise defined herein shall have the
meanings given to them in the Stock Purchase Agreement; and
WHEREAS, the parties to this Amendment desire to amend the
Stock Purchase Agreement as set forth herein;
NOW, THEREFORE, in consideration of the foregoing and of the
respective agreements contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Notwithstanding anything to the contrary contained in Section
7.1 of the Stock Purchase Agreement, at Closing the parties will mutually
estimate the amounts owing as of the Closing Date pursuant to Related Party
Agreements (the "ESTIMATED RELATED PARTY AMOUNTS") and, if any Estimated
Related Party Amounts are owing by the Company to Seller or any Related Party
such Estimated Related Party Amounts will be offset against the amounts owing
as of the Closing by Seller or any Related Party to Company and the Company
shall pay the balance owing, if any, in cash, at the Closing. If after
offsetting the amounts owed by Seller or a Related Party to the Company against
the Estimated Related Party Amounts owed by the Company to Seller or any
Related Party, there still remains an amount owing to the Company by Seller or
such Related Party, then Seller shall pay, or cause to be paid, such additional
amount to Company at Closing.
2. Within forty-five (45) days following the Closing, Seller and
Buyer shall meet and in good faith mutually determine the amounts actually
owing pursuant to the Related Party Agreements as of the Closing Date, giving
effect to payments made pursuant to Section 1 of this Amendment (the "ACTUAL
RELATED PARTY AMOUNTS"). If Buyer and Seller are unable to agree in writing
upon the Actual Related Party Amounts within forty-five (45) days following the
Closing Date, then the Actual Related Party Amounts shall be determined by the
Independent Accounting Firm selected as set forth in Section 8.4 of the Stock
Purchase Agreement, which shall be instructed to use every reasonable effort to
make such determination within fifteen (15) days of submission thereto and, in
any event, as soon as practicable after such submission. The determination of
the Actual Related Party Amounts by the Independent Accounting Firm shall be
final and binding. Upon a final determination of the Actual Related Party
Amounts, they shall be netted against each other and the resulting amount paid
to the Company, or to the Seller and/or a Related Party, as appropriate. The
fees and expenses for the services of the Independent Accounting Firm shall be
paid one-half by the Seller and one-half by the Company and/or Buyer.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on the day and year first above written.
SELLER:
INSURANCE MANAGEMENT SOLUTIONS
GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: President/CEO
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BUYER:
GEOTRAC HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: President
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BANKERS INSURANCE GROUP, INC.,
By: /s/ G. Xxxxxxx Xxxxxx
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Printed Name: G. Xxxxxxx Xxxxxx
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Its: Secretary
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WHITES:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Individually
XXXXXX X. XXXXX TRUST
(under Declaration of Trust
dated May 7, 1998)
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Sole Trustee
XXXXXX X. XXXXX TRUST
(under Declaration of Trust
dated May 7, 1998)
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Sole Trustee
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COMPANY:
GEOTRAC OF AMERICA, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: President
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