Exhibit 10.9
AMENDMENT NO. 1
to
STOCK PURCHASE AGREEMENT
BY AND BETWEEN
ANSWERTHINK CONSULTING GROUP, INC.
AND
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
WHEREAS, AnswerThink Consulting Group, Inc. ("Purchaser") and ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ ("Seller") are parties to that certain Stock Purchase Agreement dated
October 13, 1997 (the "Agreement");
WHEREAS, Purchaser and Seller wish to amend the Agreement as set forth
herein;
NOW, THEREFORE, in consideration of the representations and
warranties, covenants and agreements contained in the Agreement and herein,
Purchaser and Seller hereby agree as follows:
1. Defined Terms - Capitalized terms used herein and not otherwise defined are
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used as defined in the Agreement.
2. Changes to Section 1.2 -
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. The table appearing in Section 1.2(a) is replaced with the following
table:
PAYMENT DATE AMOUNT
------- ---- ------
I *JANUARY 15, 1999 $3,750,000
II MARCH 31, 1999 $ 497,000
III MARCH 31, 2000 $ 896,000
*THIS PAYMENT SHALL BE ACCELERATED TO THE DATE UPON WHICH PURCHASER
RECEIVES THE PROCEEDS OF ANY PUBLIC OFFERING OF ITS COMMON STOCK.
. Delete, in Section 1.2(a) beginning with "Notwithstanding the
foregoing," through "the denominator of which shall be $24,000,000."
. The last paragraph of Section 1.2(a) should be amended to read in its
entirety as follows:
"Interest on the unpaid principal balance of Payment I under the Note shall
accrue during the period commencing on the Closing through and including
January 22, 1998 at the rate of eight percent (8%) per annum and thereafter
at the rate of twelve percent (12%) and shall be payable together with
Payment I. Interest on Payments II
and III Payments shall accrue during the period commencing on the Closing
at the rate of eight percent (8%) per annum and shall be payable together
with Payments II and III, respectively. Interest on any Payments not made
when due shall accrue until paid at the rate of fifteen percent (15%) per
annum."
3. Section 1.2(b) - Delete.
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4. Section 1.2(c) - Delete.
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5. Section 1.2(d) - Delete.
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6. Section 1.2(e) - Delete.
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7. Changes to Section 4.2 - Delete "(i) the determination of Pre Tax Profit
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and Downstream Technology Contracts, and"
8. Changes to Section 5.3 - Add to the end of the first sentence ", except as
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may be otherwise required in connection with filings by the Purchaser with
the Securities and Exchange Commission."
9. Section 5.7 - Delete.
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10. New Section 5.10 - "5.10 Bank Accounts. Each of ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇
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▇▇▇▇▇▇▇ and ▇▇▇▇ San ▇▇▇▇▇▇ shall be added as signatories on all bank
accounts maintained by or on behalf of the Corporation after the Closing."
11. Changes to Section 10.3
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. Definition of "Downstream Technology Contracts" - Delete.
. Definition of "Pre Tax Profit" - Delete.
. Definition of "Tier I, Tier II, Tier III Conditions" - Delete.
12. Exhibit A - Delete
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13. Remaining Provisions - In all other respects, the Agreement remains
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unchanged.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 to be effective March 12, 1998.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
ANSWERTHINK CONSULTING GROUP, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
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