SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
This Second Amendment to Stock Purchase Agreement ("Amendment") is dated
as of June 22, 1999, and is between Ajay Sports, Inc., a Delaware corporation
("Ajay"), and ▇▇▇▇▇▇ ▇▇▇▇ and The ▇▇▇▇ ▇▇▇▇▇▇ Revocable Living Trust (the
"Trust") (collectively referred to as "Selling Shareholders") and Pro Golf of
America, Inc. a Michigan corporation ("PGA").
Whereas, the parties have executed a Stock Purchase Agreement dated April
8, 1999 as amended by a First Amendment to Stock Purchase Agreement (the
"Agreement");
Whereas, the parties desire to amend certain provisions of the Agreement.
Now, therefore, in consideration of the premises and the representations,
warranties, covenants, and agreements herein contained and intending to be
legally bound hereby, Ajay, PGA and Selling Shareholders agree as follows:
1. The last sentence of Section 1.3 of the Agreement is deleted and
replaced with the following:
The closing date in Effective Time shall not be later than
Wednesday, June 23, 1999 (the "Closing Date").
2. Each party represents to the other parties that he or it has consulted
with his or its legal counsel to the extent he or it deemed necessary
or advisable and that he or it understands the terms and provisions of
this Amendment, agrees that such terms and provisions are fair and
reasonable as negotiated and has voluntarily entered into, signed and
delivered this Amendment to the other parties. The Selling
Shareholders acknowledge that ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇, P.C.
has solely represented PGA and PGD in connection with the negotiation
and consummation of the transaction contemplated by this Amendment.
3. This Amendment and any subsequent amendments may be executed in one or
more counterparts, each of which shall be deemed to be an original, but
all of which shall constitute one and the same agreement. This
Amendment and any subsequent amendments may be signed and delivered by
facsimile transmission, which delivery shall have the same binding
effect as delivery of the document containing the original signature.
At the request of any party, any document delivered by facsimile
signature shall be followed by or re-executed by all parties in an
original form; provided, that, the failure of any party to do so will
not invalidate the signature delivered by facsimile transmission.
4. Except as specifically amended by the Amendment, the Agreement shall
remain in full force and effect.
In Witness Whereof, each of the parties has caused this Amendment to be
duly executed on its or his behalf as of the day and year first above written.
Ajay Sports, Inc.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇, President
Pro Golf of America, Inc.
/s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇, President
SELLING SHAREHOLDERS:
/s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇
The ▇▇▇▇ ▇▇▇▇▇▇ Revocable
Living Trust
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Trustee
