First Amendment to Stock Purchase Agreement among Xedar Corporation and Atlantic Systems Corporation, a Virginia corporation and Don W. Rakestraw, Jeffrey R. Grime, and J.O. McFalls, III Constituting All of The Shareholders of Atlantic Systems...
Exhibit 10.2
First
Amendment
to
among
Xedar
Corporation
and
Atlantic
Systems Corporation,
a
Virginia corporation
and
Constituting
All of The Shareholders of
Atlantic
Systems Corporation,
a
Virginia corporation
Dated July
26, 2007
First
Amendment
to
This
First Amendment To Stock Purchase Agreement (this
"Amendment") is entered into as of
July 26, 2007, by and among Xedar Corporation., a Colorado corporation
("Buyer"), Xxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxx, and
X.X. XxXxxxx, III (each individually a "Shareholder"
and collectively the "Shareholders"), constituting all
of the Shareholders of Atlantic Systems Corporation, a Virginia corporation
(the
"Company"), and the Company.
RECITALS
A. Buyer,
Shareholders and the Company are parties to that certain Stock Purchase
Agreement dated March 22, 2007 (Purchase Agreement).
B. Buyer,
Shareholders, and the Company now desire to amend and modify certain provisions
of the Purchase Agreement as more particularly set forth below.
AGREEMENT
In
consideration of the terms hereof, the parties agree as follows:
1. Defined
Terms
Capitalized
terms not otherwise defined herein shall have the meanings set forth in the
Purchase Agreement.
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2.
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Amendment
to Section 2.2 of the Purchase
Agreement
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Section
2.2 of the Purchase agreement is hereby deleted in its entirety and replaced
by
the following:
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2.2
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Consideration
for Shares
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The
aggregate purchase price (the "Purchase Price") for
the Shares shall be payable in three installments:
(a) The
first installment (the "Initial Payment")
shall consist of one million three hundred eighty thousand eight hundred two
(1,380,802) shares, no par value per share, of the common stock of Buyer (the
"Stock"), payable as set forth in Section
2.2.1.
(b) The
second installment (the "Closing Payment") shall
consist of three million (3,000,000) shares of Stock, payable as set forth
in
Section 2.2.1.
(c) The
third installment (the "Contingent Payment") shall
consist of a number of shares of Stock, not to exceed two million (2,000,000)
shares, payable as set forth in Section 2.2.1.
Unless
and until the Stock is registered, all Stock constituting a portion of the
Purchase Price shall be "restricted stock" as that term is define in Rule 144
promulgated under the Securities Act of 1933, as amended (the
"Act"). The Shareholders hereby covenant
and agree that (i) the right to receive the Contingent Payment may not be sold,
assigned or transferred; and (ii) Stock received pursuant to this Agreement
shall not be hypothecated, negotiated, offered for sale, sold or otherwise
transferred except pursuant to an effective registration statement under the
Act
(and applicable state securities laws) or pursuant to an exemption from
registration under the Act (and applicable state securities laws) and until
the
expiration or termination of any lock-up agreement related thereto.
3. Amendment
to Section 2.2.1 of the Stock Purchase Agreement
Section
2.2.1 of the Stock Purchase Agreement is hereby deleted in its entirety and
replaced by the following:
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2.2.1
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Payment
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(a) First
installment: At Closing (as defined below), or as promptly thereafter as
possible, Buyer shall pay the Initial Payment by directing its transfer agent,
Computershare Trust Company, Inc. (the "Transfer Agent"), to (a) issue to Xxx
X.
Xxxxxxxxx 715,256 shares of Stock; (b) issue to Xxxxxxx X. Xxxxx 527,466 shares
of Stock; and (c) issue to X.X. XxXxxxx, III 138,080 shares of
Stock.
(b) Second
installment: At Closing (as defined below), or as promptly thereafter
as possible, Buyer shall pay the Closing Payment by directing its transfer
agent, Corporate Stock Transfer (the "Transfer
Agent"), to (a) issue to Xxx X. Xxxxxxxxx 1,554,000 shares of
Stock; (b) issue to Xxxxxxx X. Xxxxx 1,146,000 shares of Stock; and (c) issue
to
X.X. XxXxxxx, III 300,000 shares of Stock.
(c) Third
Installment: If the Company (or a subsidiary thereof, including,
Point One, L.L.C.) receives one or more significant RFPs, RFQs or SOWs from
the
federal government or a significant industry participant (including, but not
limited to, the Maryland Procurement Office) and responds to such requests
with
one or more proposals not later than December 31, 2007 (the date upon which
such
condition is met being referred to herein as the "Contingent Payment
Determination Date"), then Buyer shall pay the Contingent Payment in an amount
of shares of Stock to be determined by Buyer; provided, however, that in no
event shall the Contingent Payment exceed 2,000,000 shares of
Stock. Not later than five (5) days after the Contingent Payment
Determination Date, Buyer shall direct its Transfer Agent to issue to each
Xxx
X. Xxxxxxxxx, Xxxxxxx X. Xxxxx, and X.X. XxXxxxx, III, their pro rata share
(i.e., 51.8% to Xxx X. Xxxxxxxxx; 38.2% to Xxxxxxx X. Xxxxx, and 10% to X.X.
XxXxxxx, III) of the number of shares of Stock required to be issued by Buyer
pursuant to this Section 2.2.1(b), if any.
4. Miscellaneous
Except
as specifically amended and
modified herein, the Purchase Agreement remains the same and shall otherwise
continue in full force and effect, and to such extent, is hereby ratified and
confirmed in all respects. To the extent of any inconsistency between
this Amendment and the Purchase Agreement, the terms of this Amendment shall
control. This Amendment may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together will be deemed to be one and the same instrument
binding upon all of the parties hereto, notwithstanding the fact that all
parties are not signatory to the original or the same
counterpart. For purpose of this Amendment, fax signatures shall be
deemed originals, and the parties agree to exchange original signatures as
promptly as possible. The parties agree to execute and deliver all
other appropriate supplemental agreements, documents, or other instruments,
and
to take any other action necessary, to make this Amendment and the Purchase
Agreement fully and legally effective, binding, and enforceable as between
them
and as against third parties or as necessary to effectuate the intent of this
Amendment.
IN
WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement
effective as of the date and year first above written.
BUYER:
Xedar
Corporation,
a
Colorado corporation
By: /s/
Xxxx X. Xxxxxxxxxx, III
Xxxx
X. Xxxxxxxxxx, III,
President and CEO
COMPANY:
Atlantic
Systems Corporation
a
Virginia corporation
By:
/s/ Xxx X. Xxxxxxxxx
Name:
Xxx X. Xxxxxxxxx
Title: CEO
SHAREHOLDERS:
/s/
Xxx X.
Xxxxxxxxx
Xxx
X.
Xxxxxxxxx
/s/
Xxxxxxx X. Xxxxx
Xxxxxxx
X. Xxxxx
/s/
X.X. XxXxxxx, III
