FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT is made as of the 3rd day
of November, 1998, by and between PMC International, Inc. (the "Company") and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Former ▇▇▇▇
Shareholders").
WHEREAS, the Company and the Former ▇▇▇▇ Shareholders entered into that
certain Stock Purchase Agreement by and among the Company, the Former ▇▇▇▇
Shareholders and ▇▇▇▇ Investment Services, Inc., dated as of July 25, 1997 (the
"Stock Purchase Agreement");
WHEREAS, the Initial Purchase Price Adjustment amount has been finally
determined in accordance with the Stock Purchase Agreement in the total amount
of $1,822,311 (the "Amount") plus interest from the Closing Date, as defined in
the Stock Purchase Agreement (the "Closing Date") at an annual rate of 8.5% and
12.0% beginning on November 6, 1998, until full and complete payment is made;
and
WHEREAS, the Company and the Former ▇▇▇▇ Shareholders desire to amend (in
accordance with Section 10.1 of the Stock Purchase Agreement) the payment terms
of the Initial Purchase Price Adjustment.
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:
1. Definitions. Terms not otherwise defined herein shall have the
meanings assigned to them in the Stock Purchase Agreement.
2. Amendments. (a) Section 2.3(e) of the Stock Purchase Agreement is
hereby deleted in its entirety and the following inserted in its place.
"(e) If any amount of the Initial Purchase Price Adjustment is not
made when such amount is due and owing hereunder, Buyer (the Company)
shall pay to the Former ▇▇▇▇ Shareholders interest on such unpaid
amount until paid at a rate of 12.0%."
(b) Notwithstanding anything in the Stock Purchase Agreement to the
contrary, the Initial Purchase Price Adjustment shall be paid as follows:
(i) $500,000 of the Initial Purchase Price Adjustment shall be paid on
November 6, 1998 to the account listed hereto as Exhibit A;
(ii) $500,000 of the Initial Purchase Price Adjustment shall be paid
on the earlier of (A) the next business day after the consummation of
the Offer (as such term is defined in that certain Agreement and Plan
of Merger by and among the Company, The ▇▇▇▇▇▇▇ Companies, Inc. and
ZACQ Corp. (the "Merger Agreement") ), or (B) January 6, 1999 to the
account listed hereto as Exhibit A; and
(iii) the remaining balance of principal and interest of the Initial
Purchase Price Adjustment shall be paid to the account listed hereto
as Exhibit A on the earlier of (A) the Effective Time of the Merger
(as such terms are defined in the Merger Agreement) or (B) March 31,
1999.
(c) Notwithstanding anything in the Stock Purchase Agreement to the
contrary, interest shall be paid on the Amount, which interest shall include:
(i) simple interest at a rate of 8.5% on the
2
Amount from the Closing Date up through and including November 6, 1998 and (ii)
simple interest at a rate of 12.0% for the remainder of the Amount until paid in
full.
3. Full Force and Effect. Except as explicitly modified herein, the
Stock Purchase Agreement shall remain in full force and effect.
4. Representation. ▇▇▇▇ ▇. ▇▇▇▇▇▇ represents that he is the Shareholder
Representative pursuant to notice dated October 14, 1998, as accepted by the
Company on October 14, 1998 and he has the authority to enter into this binding
Agreement pursuant to Section 10.1 of the Stock Purchase Agreement on behalf of
the Former ▇▇▇▇ Shareholders.
5. Restoration of Rights. In the event the Company does not make the
payments required by paragraph 2(b) hereof and does not cure within five (5)
business days of receiving notice from Shareholders' Representative, such
nonpayment shall constitute a default hereunder, and this First Amendment to the
Stock Purchase Agreement shall become null and void and the rights of the Former
▇▇▇▇ Shareholders under the Stock Purchase Agreement may be enforced to the full
extent permitted, including but not limited to, the payments required under
Section 2.2 and the interest payments and penalties required under Section
2.3(e).
3
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
PMC INTERNATIONAL, INC.
/s/ ▇. ▇. ▇▇▇▇▇▇
By: ________________________________________
Name: ▇. ▇. ▇▇▇▇▇▇
Title: Chief Executive Officer
SHAREHOLDER REPRESENTATIVE
On Behalf of the Former ▇▇▇▇ Shareholders
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
By: ________________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
4