Exhibit 2.2
AMENDMENT TO STOCK PURCHASE AGREEMENT
ENTITY PLANNERS INC.
This Amendment entered into on September 30, 1998 (the "Amendment") is
by and among ▇▇▇▇ ▇▇▇▇ Financial Corporation, a Nevada corporation and its
subsidiaries, located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ ("WCFC"), Entity Planners, Inc. a Nevada corporation located at
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("EPI") and ▇▇▇▇▇, Childers &
Associates, L.L.C., an Arkansas limited liability company whose address is ▇.▇.
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("B & C"), and further amends that certain
Stock Purchase Agreement between the parties dated June 30th, 1998 (the
"Agreement").
In consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree
to modify the Agreement as follows:
1. Section 2, Paragraph 2.2 (a). This section is hereby amended by adding the
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following at the end of paragraph 2.2(a):
"Two Hundred and Fifty Thousand Dollars ($250,000) for the Shares,
payable on or before August 1, 1998."
2. Section 2, Paragraph 2.3. This section is hereby replaced in its entirety
with the following:
A) Payment Amount. Buyers shall pay to WCFC, on a weekly basis beginning
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on the second Monday after the execution of this Agreement, an amount
equal to seventy five percent (75%) of Net Sales or an amount equal to
thirty percent (30%) of Gross Sales whichever is greater, for a period
of 104 weeks, at which time the payment schedule shall change to the
greater of seventy percent (70%) of Net Sales or thirty percent (30%)
of Gross Sales. Payments utilizing the latter payment schedule shall
be in effect for a period of 156 weeks, unless and until the parties
agree to the renewal option described in Section 9(a) of that certain
Exclusive License Agreement between WCFC and EPI set forth in the
attached Exhibit C. Once the parties exercise the renewal option, the
payment schedule will then become the greater of sixty five percent
(65%) of Net Sales or thirty percent (30%) of Gross Sales until the
remaining portion of the Purchase Price is paid to Sellers in full.
B) Payment Schedule. Notwithstanding the foregoing, in no event shall
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Buyers weekly payment to WCFC under this Section be less than Forty
Thousand Three Hundred and Eighty Five Dollars ($40,385) per week. Any
payments received from Buyers shall be applied first to the purchase
of Shares until the amount owed Sellers pursuant to Section 2.2(a) is
paid in full, then to any amount owed Sellers and ▇▇▇▇ for the
Licensed Products licenses pursuant to Sections 2.2(b) and (c).
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Buyers shall have the right to prepay all or any portion of the
Purchase Price at any time without incurring prepayment penalties."
3. No Other Changes; Defined Terms. Except as otherwise set forth in this
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Amendment and except as required to make the terms of this Agreement
consistent with the amendments made hereby, all of the terms and conditions
of the Agreement shall be unchanged and shall continue in full force and
effect in accordance with the terms thereof. Capitalized terms in this
Amendment shall have the meanings defined in the Agreement unless otherwise
defined herein.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
effective as of the date set forth above.
▇▇▇▇ ▇▇▇▇ FINANCIAL CORPORATION
By:_______________________
Name:_____________________
Title:____________________
ENTITY PLANNERS, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
▇▇▇▇▇, CHILDERS AND ASSOCIATES
By: /s/ ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇
Title: Member
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