SECOND AGREEMENT OF AMENDMENT TO AGREEMENT to Exchange Stock
The Catapult Group, Inc., a Georgia corporation ("Catapult") with its principal
place of business in Norcross, GA, the shareholders of Catapult, all of whom are
signatories hereto (collectively, the "Catapult Shareholders"), and
Envirometrics, Inc., a Delaware corporation ("EVRM") with its principal place of
business in Charleston, SC. hereby agree to amend the Plan and Agreement to
Exchange Stock (the "Agreement") executed by them as of February 16, 2000 in
accordance with Section 12.8 thereof in the following respects:
1st Amendment
Section 2.3 thereof, as amended, is hereby amended to read as follows, effective
as of the date hereof:
Section 2.3 The Closing.
The "Closing" shall mean the consummation of the exchange of EVRM Shares and the
Catapult Shares, as set forth in Sections 2.1 and 2.2 above, as well as the
consummation of any other transactions which are contemplated by this Agreement
to occur at Closing. Closing shall take place no later June 30, 2000 or within
Five (5) days following the date upon which all of the conditions precedent
contained in Articles 8 and 9 of this Agreement have occurred, at 10:00 a.m.,
local time, at 0000 Xxxxx Xx. XX, Xxxxx 000, Xxxxxxx, XX 00000, or at such other
time and place as the parties may agree in writing. The date the Closing
actually occurs is the "Closing Date."
2nd Amendment
Schedule 1 to the Agreement containing the names of the Catapult Shareholders is
hereby deleted and replaced in its entirety by the revised Schedule 1 attached
hereto as Exhibit "A" and thereby made a part hereof, effective as of the date
hereof.
3rd Amendment
Schedule 2.1 to the Agreement containing the names of the Catapult Shareholders
and their respective shareholdings is hereby deleted and replaced in its
entirety by the revised Schedule 2.1 attached hereto as Exhibit "B" and thereby
made a part hereof, effective as of the date hereof.
4th Amendment
Schedule 3.10 to the Agreement containing information regarding EVRM share
ownership is hereby deleted and replaced in its entirety by the revised Schedule
3.10 attached hereto as Exhibit "C" and thereby made a part hereof, effective as
of the date hereof.
5th Amendment
Schedule 4.2 to the Agreement is hereby deleted and replaced in its entirety by
the revised Schedule 4.2 attached hereto as Exhibit "D" and thereby made a part
hereof, effective upon the receipt by Catapult and EVRM of the Notice of
Cancellation and Redemption referred to in the Catapult Board of Directors'
Resolution of May 2, 2000.
All of the other provisions of the Agreement shall remain the same.
IN WITNESS WHEREOF the parties have executed this Amendment as of the 5th day of
May, 2000.
Attest: The Catapult Group, Inc.
_________________________ By: ________________________________
Title: Xxxxx X. Xxxxx, Chief Executive Officer
[SEAL]
Attest: Envirometrics, Inc.
_________________________ By: ________________________________
Title: Xxxxxx X. Xxxxxxx III, Chief Executive Officer
[SEAL]
The Catapult Shareholders:
___________________________________
__________________________Bryan X. Xxxxx
Witness
___________________________________
__________________________Robert X. Xxxx
Witness
___________________________________
__________________________Arnold Xxxxx
Witness
__________________________________
__________________________Jake Xxxxxxxx
Witness
___________________________________
__________________________Ronald Xxxxx
Witness
Anguilla Equity Partners, Inc.
Attest:
By: ___________________________, Authorized Signatory
_________________________ Name:
Title:
[SEAL] Cambridge Capital Group, Inc..
Attest: By: ___________________________, Authorized Signatory
Name:
_________________________
Title: Cambridge Investments, Ltd.
[SEAL]
By: ___________________________, Authorized Signatory
Attest: Name:
_________________________ Osprey Investments, Ltd..
Title:
[SEAL] By: ___________________________, Authorized Signatory
Name:
Attest:
Stonehedge Investments, LLC.
_________________________
Title: By: ___________________________, Authorized Signatory
[SEAL] Name:
Attest: Sonoma Investments, LLC.
_________________________ By: ___________________________, Authorized Signatory
Title: Name:
[SEAL]
Attest:
_________________________
Title:
[SEAL]
