Amendment Regarding Condition Subsequent
This is the Second Amendment to that certain Agreement by and among
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. (the "Buyer"), Naples Realty Services, Inc.
and Naples Realty Referral Company (collectively, the "Company") dated as
of May 2, 2000 (the "Agreement").
Recitals:
1. Section 8.1 of the Agreement provided that on or before April 28,
2001, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ would have raised at least $2 million and
contributed at least $1 million to the capital of Naples Realty Services,
Inc. Upon the failure of that Condition Subsequent, the majority of the
tendering shareholders would have the right to reverse the transactions
consummated in the Agreement as more particularly set forth in Section
8.3 of the Agreement.
2. The market for internet related stocks has changed dramatically
since the Agreement was executed and underwriters and financiers have
advised ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. that the possibility of reversing the
transaction greatly restricts ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.'s ability to
raise capital.
3. After extensive discussions, the Board of Directors of Naples
Realty Services, Inc. including a majority of the members of the Board
not appointed by ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. have recommended and
approved the modification to the Agreement outlined below.
Accordingly, the parties agree that the Agreement is amended as follows:
1. The first sentence of Section 8.1 of the Agreement, obligating
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. to raise $2 million and contribute $1 million
to the capital of Naples Realty Services, Inc. by a date certain is
hereby deleted.
2. Section 8.2 of the Agreement is hereby amended in its entirety to
read:
" 8.2 Adjustment for Stock Price. If, when the Buyer raises
$2 million through a single offering of Buyer's voting common
stock, it does so at an effective price of less than $3.00
per share, then each Shareholder shall be issued additional
shares as of April 28, 2001, as may be necessary to cause the
total value of the Buyer stock held by each Shareholder as a
result of this transaction to be $75,000.00
For example, if the Condition Subsequent is met by selling
shares at $1.00 per share, then each Shareholder would be
entitled to an additional 50,000 shares of Buyer Stock; if at
$2.00 per share, then each Shareholder would be entitled to
an additional 25,000 shares."
3. Section 8.3 of the Agreement is hereby deleted in its entirety.
4. Section 8.4 of the Agreement is hereby amended to provide that the
triggering event for the exercise of the Put option will be the initial
public offering by ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
In all other respects the Agreement shall remain unchanged.
In Witness Whereof, the undersigned have set their hands and seals as of
September 11, 2000.
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. Naples Realty Referral
Company
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Chairman ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
Date: 9/11/00
Naples Realty Services, Inc.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Individually
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇, Individually
/s/ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, Individually
/s/ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇, Individually
Date: 9/11/00