EXHIBIT 2.1
JAVELIN SYSTEMS, INC.
AMENDMENT TO PURCHASE AGREEMENT
THIS AMENDMENT TO PURCHASE AGREEMENT (the "AMENDMENT") is made as of
January 23, 1998 between Javelin Systems, Inc., a Delaware corporation (the
"COMPANY") and Xxxx XxXxx, as agent ("AGENT") for the following individuals (the
"SELLING SHAREHOLDERS"): Xxxx X. Xxxxxxx, Xxxx Xxxxx, Xxxx XxXxx and Xxxxx X.
Xxxxxx, Xx.
WHEREAS, the Company, the Agent, the Selling Shareholders and Posnet
Computers, Inc. entered into that certain Stock Purchase Agreement dated as of
December 19, 1997 (the "PURCHASE AGREEMENT") (capitalized terms used but not
defined herein shall have the meaning assigned to them in the Purchase
Agreement); and
WHEREAS, the Company and Agent desire to amend the Purchase Agreement as
provided below.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and conditions set forth below, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties to this
Amendment hereby agree as follows:
AMENDMENT
1. Section 1.1(c) of the Purchase Agreement is hereby amended so as to add a
second paragraph thereto as follows:
"Notwithstanding anything herein to the contrary, unless permitted by the
applicable rules and regulations of The Nasdaq SmallCap Market (or the
principal securities exchange on which the Purchaser Common Stock shall be
listed or traded if changed from The Nasdaq SmallCap Market), the aggregate
number of shares of Purchaser Common Stock issued or issuable under
Sections 1.1(a), (b) or (c) hereof shall not exceed the number of shares of
Purchaser Common Stock that Purchaser is permitted to issue in accordance
with Nasdaq Marketplace Rule 4310(c)(25)(H) without the necessity of
obtaining approval by Purchaser's stockholders. In the event that, as a
result of the foregoing sentence, Purchaser is precluded from paying any
portion of the First Annual Earnout Amount or the Second Annual Earnout
Amount in shares of Purchaser Common Stock, Purchaser shall pay to each
Selling Shareholder a sum of cash equal to such Selling Shareholder's Pro
Rata Percentage of the portion of the First Annual Earnout Amount or the
Second Annual Earnout Amount, as the case may be, not paid in shares of
Purchaser Common Stock."
2. Except as modified by this Amendment, the Purchase Agreement shall remain
in full force and effect. This Amendment shall be deemed an amendment to the
Purchase Agreement and
shall become effective when executed and delivered by the Company and the Agent
as provided under Section 6.14 of the Purchase Agreement.
The foregoing Amendment is hereby executed as of the date first above
written.
THE COMPANY:
JAVELIN SYSTEMS, INC.
By: /s/ Xxxxxxx Xxxxx
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Title: Chief Executive Officer
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AGENT:
/s/ Xxxx XxXxx
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