Exhibit 2.7
AMENDMENT NO. 1 OF
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO.1 OF STOCK PURCHASE AGREEMENT (the "Amendment") is
entered into as of June __, 1999, by and between Xxxx, Xxxxxx & Associates,
Inc., a Delaware corporation (the "Purchaser"), TKO Personnel, Inc., a
California corporation (the "Company") and Xx. Xxxxxxx X. Xxxx and Xxxxxxx X.
Xxxx, as Trustee of the Xxxx Family Trust under trust agreement dated November
4, 1988 (collectively, the "Shareholder"). Capitalized terms not otherwise
defined in this Amendment have the meaning given them in that certain Stock
Purchase Agreement by and between the Purchaser, the Company and the Shareholder
dated as of August 4, 1998 (the "Agreement").
RECITALS
A. Pursuant to Section 10.1 of the Agreement, the Agreement may only
be amended by an instrument in writing signed on behalf of each of the parties
to the Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, the Purchaser, Company and the Shareholder, on behalf of
themselves and each future holder of the Shares (as such term is defined in the
Agreement), hereby agree as follows:
1. Pursuant to Section 10.1 of the Agreement, Section 1.3(f) through
Section 1.3(k) of the Agreement shall be amended and restated in their entirety
to read as follows:
(f) `First Period Achieved Revenue' shall mean the Accrued Revenue for
the six (6) month period ending on July 31, 1999.
(g) `Second Period Achieved Revenue' shall mean the Accrued Revenue for
the six (6) month period ending on January 31, 2000.
(h) `Third Period Achieved Revenue' shall mean the Accrued Revenue for the
six (6) month period ending on July 31, 2000.
(i) `Fourth Period Achieved Revenue' shall mean the Accrued Revenue for
the six (6) month period ending on January 31, 2001.
(j) `Fifth Period Achieved Revenue' shall mean the Accrued Revenue for the
six (6) month period ending on July 31, 2001.
(k) `Sixth Period Achieved Revenue' shall mean the Accrued Revenue for the
six (6) month period ending on January 31, 2002."
2. This Amendment shall be governed in all respects, including
validity, interpretation and effect, by the laws of the State of California
(without giving effect to its choice of law principles).
3. This Amendment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
4. This Amendment when executed by the Purchaser, the Company and the
Shareholder as of the date hereof shall have been effected in accordance with
Section 10.1 of the Agreement and accordingly shall be binding upon each holder
of any securities purchased under the Agreement as of the date of this Amendment
(including securities into which such securities are convertible), each future
holder of all such securities and the Company.
5. The Agreement and this Amendment and the documents referred to
therein and herein constitute the entire agreement between the parties hereto
pertaining to the subject matter thereof and hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 of Stock Purchase Agreement as of the day and year first above written.
PURCHASER:
XXXX, XXXXXX & ASSOCIATES, INC.
By:_____________________________________
Xxxx X. Xxxxxxxx
President
THE COMPANY:
TKO PERSONNEL, INC.
By:_____________________________________
Mr. Xxxxxxx Xxxx
President
SHAREHOLDER:
XXXXXXX X. XXXX, as Trustee of the Xxxx Family
Trust uta dated 11/4/88
By:_____________________________________
Xxxxxxx X. Xxxx, Trustee
XXXXXXX X. XXXX
________________________________________
SIGNATURE PAGE TO XXXX, XXXXXX % ASSOCIATES, INC.
AMENDMENT NO. 1 OF STOCK PURCHASE AGREEMENT
