DATED 29 NOVEMBER 1996
(1) XXXXXX XXXXX XXXXXXX
- and -
(2) SITEINPUT LIMITED
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SUPPLEMENTAL AGREEMENT
relating to the sale and purchase
of the share capital of
Effective Sales Personnel Limited
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R A K I S O N S
S O L I C I T O R S
00 Xxxxxxxx Xxxx, Xxxxxx XX0X 0XX
TELEPHONE: 0000-000 000 0
FAX: 0000-000 0000
REF: JMP 11208 suppagmt.01
Last Amended On: 12 November 1996
Draft Number: 03
DATED: 29 NOVEMBER 1996
PARTIES:
(1) "Vendor": Xxxxxx Xxxxx Xxxxxxx of Xxxxxxx Xxxxx, Xxxxxxxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxx XX00 OPP;
(2) "Purchaser": Siteinput Limited (registered no. 3113109) whose
registered office is at 0 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx XX0 0XX.
RECITAL:
This agreement is supplemental to an agreement for the sale and
purchase of the share capital of Effective Sales Personnel Limited
dated 8 November 1995 made between (1) the Vendor and (2) the
Purchaser ("Share Purchase Agreement") and the Executive Service
Contract (as defined in the Share Purchase Agreement).
OPERATIVE PROVISIONS:
1 Defined terms
1.1 Words and expressions defined in the Share Purchase Agreement have the
same meaning in this agreement except where the context otherwise
requires.
1.2 References to clauses or paragraphs of schedules are to clauses of or
paragraphs of schedules to the Share Purchase Agreement and, where
appropriate, the Executive Service Contract.
2 Amendments to definitions
2.1 The following definitions shall be amended as set out below:
2.1.1 in the definitions "1997 ESP Revenue" and "1997 Mixed
Revenue" the words "for the year ending on 30 June 1997" to
the end of each definition shall be deleted and replaced by
"for the sixteen months from 1 August 1996
1
to 30 November 1997 (which includes invoices issued by the
Company or Headcount after 30 November 1997 and prior to 31
December 1997 but attributable to work completed and, in the
ordinary course of business, would or should have been
invoiced in that period but excludes invoices issued before
30 November 1997 but attributable to work carried out after
that date).";
2.1.2 in the definitions "1997 ESP Costs" and "1997 Mixed
Costs" the words "for the year ending 30 June 1997" shall be
deleted and replaced by "for the sixteen month period from 1
August 1996 ending 30 November 1997.";
2.1.3 the definition "1997 ESP Staff Budget" shall be deleted and
replaced by:
""1997 ESP Staff Budget"
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subject to the control of the board of directors of the
Company, a notional budget of (pound)336,000 for the sixteen
month period from 1 August 1996 ending 30 November 1997 to
cover the Staff Costs.";
2.1.4 the definition "1997 Gross Profit" shall be amended so that
the product of the formula shall be subject to a reduction
on a 12/16ths basis;
2.1.5 the definition "Relevant Period" shall be deleted and
replaced by:
""Relevant Period"
------------------
the financial year ending on 30 June 1996 together with the
period from 1 July 1996 to 30 November 1997."
3 Deferred Consideration
3.1 The reference in clauses 5.2 and 5.6 to "30 June 1997" shall be
deleted and replaced by "30 November 1997".
3.2 The reference in clause 5.3 to "31 October 1997" shall be deleted and
replaced by "31 March 1998".
2
3.3 The formula contained in clause 5.6 shall be deleted and replaced by:
"100 - (25 x d)/456 x DC
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100"
4 Executive Service Contract
The reference in clause 2.2 of the Executive Service Contract to "20
months until 30 June 1997" shall be deleted and replaced by "25 months
until 30 November 1997".
5 General
5.1 Subject to the amendments set out in this agreement, the provisions of
the Share Purchase Agreement and the Executive Service Contract shall
continue to be and shall remain in full force and effect.
5.2 This deed shall be governed by and construed in accordance with the
laws of England.
EXECUTED and delivered as a deed on the date of this agreement.
SIGNED and DELIVERED as a Deed )
by XXXXXX XXXXX XXXXXXX ) /s/ G.O. Xxxxxxx
in the presence of: )
Witness signature /s/ X.X. Xxxxxxx
.............................................
Witness name X.X. XXXXXXX
.............................................
Witness address TWYFORD HOUSE
.............................................
WINTERBOURNE GROVE
.............................................
WEYBRIDGE, SY KT130PP
.............................................
Witness occupation PUBLISHER
.............................................
EXECUTED and DELIVERED as a )
DEED by SITEINPUT LIMITED )
Director /s/ X. Xxxxxx
Director/Secretary /s/ XX Xxxxxxxx
3
