ADDENDUM TO STOCK PURCHASE AGREEMENT (MPI)
ADDENDUM
TO STOCK PURCHASE AGREEMENT (MPI)
This
ADDENDUM TO STOCK PURCHASE AGREEMENT (MPI) (this “Addendum”)
is
dated as of July 17, 2007, by and among Management Properties, Inc., a
Tennessee corporation (the “Company”),
the
undersigned stockholders of the Company (collectively, the “Sellers”),
and
Management Properties, Inc., a Utah corporation (the “Buyer”).
WITNESSETH:
WHEREAS,
the Buyer, the Company and the Sellers made and entered into a Stock Purchase
Agreement dated July 17, 2007 (the “Agreement”),
pursuant to which Buyer has agreed to purchase, and Sellers have agreed to
sell,
all of the issued and outstanding capital stock of the Company, on the terms
and
conditions set forth in the Agreement; and
WHEREAS,
the parties wish to amend the Agreement as set forth below.
NOW,
THEREFORE, for and in consideration of the foregoing recitals, and other good
and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged, the parties agree as follows:
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1.
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Section 2.3
of the Agreement is hereby amended by deleting from clause (a)
thereof “August 31, 2007” and inserting in its place “October 4,
2007.”
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2.
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Section 9.7
of the Agreement is hereby amended by deleting therefrom
“contemporaneously with” and inserting in its place “prior
to.”
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3.
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Section 10.1(d)
of the Agreement is hereby amended by deleting therefrom “August 31,
2007” and inserting in its place “October 4,
2007.”
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4.
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As
amended hereby, the Agreement shall remain in full force and
effect.
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[Signatures
are on the next page.]
IN
WITNESS WHEREOF, this Addendum has been executed as of the date first above
written.
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BUYER:
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By:
/s/
▇▇▇▇▇ ▇. Chance
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Name:
▇▇▇▇▇ ▇. Chance
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Title:
President and Chief Executive
Officer
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THE
COMPANY:
MANAGEMENT
PROPERTIES, INC.
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By:
/s/▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
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Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title:
Vice-President
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SELLERS:
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/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇
▇. ▇▇▇▇▇▇▇
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(by
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ under Power of Attorney
dated 7-11-07) |
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THE
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
IRREVOCABLE
TRUST
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By:
/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇
▇. ▇▇▇▇▇▇▇, Trustee
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(by
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ under Power of Attorney
dated 7-11-07) |
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THE
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
REVOCABLE
TRUST OF
2005
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By:
/s/
▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
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▇▇▇▇▇
▇. ▇▇▇▇▇▇▇,
Trustee
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