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Exhibit 2.2
DATED JULY 7, 2000
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MR P MEEK & OTHERS
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ONYX SOFTWARE CORPORATION
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AMENDMENTS TO SALE AND PURCHASE AGREEMENT
relating to
the issued share capital of
ONYX SOFTWARE UK LIMITED (formerly MARKET SOLUTIONS LIMITED)
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TAYLOR JOYNSON GARRETT
Carmelite
50 Victoria Embankment
Blackfriars
London EC4Y 0DX
Tel No: 020 7300 7000
Fax No: 020 7300 7100
Ref: SXW
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THIS AGREEMENT is made the 7th day of July 2000
BETWEEN
(1) THE PERSONS whose names and addresses are set out in schedule 1 of this
agreement (the "Vendors"); and
(2) ONYX SOFTWARE CORPORATION whose address is 3180 139th Avenue SE, Suite
500, Bellevue, Washington, 98005-4091, USA (the "Purchaser").
INTRODUCTION
1. On 1 October 2000 the Vendors and the Purchaser entered into a Sale and
Purchase Agreement (the "Sale and Purchase Agreement") pursuant to which
the Vendors sold to the Purchaser the whole of the issued share capital of
Onyx Software UK Limited (formerly Market Solutions Limited) (the
"Company").
2. The Vendors and the Purchaser have agreed that the Sale and Purchase
Agreement should be amended as set out in this agreement.
AGREED TERMS
1. Amendments to the Sale and Purchase Agreement
1.1 Clauses 7.3 and 7.4 of the Sale and Purchase Agreement shall be deleted.
1.2 Clauses 7.5 to 7.8 of the Sale and Purchase Agreement shall be re-numbered
as clauses 7.3 to 7.6.
1.3 The second sentence of Clause 7.6 shall be replaced as follows:
"Thereafter each Warrantor shall not Transfer more than 50 per cent (in
aggregate) of the total number of Exchange Shares which have been at any
time been issued to him or her (whether or not such Exchange Shares have
been previously transferred by him or her) in any period of 3 months."
1.4 Schedule 7 of the Share Purchase Agreement shall be deleted and replaced
by schedule 2 of this agreement.
2. No other amendments to the Sale and Purchase Agreement
2.1 Save as set out clause 1 of this agreement no term or provision of the
Sale and Purchase Agreement shall be varied or modified by this agreement.
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2.2 Unless stated herein or to the contrary words and expressions contained in
this agreement shall have the meanings contained in the Sale and Purchase
Agreement.
2.3 Clause 13 (Law and Jurisdiction) of the Sale and Purchase Agreement shall
apply to this agreement.
The parties to this agreement have signed and entered into this agreement as a
deed on the date and year first written above.
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SCHEDULE 1
The Vendors
<TABLE>
<CAPTION>
Name Address
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<S> <C>
Philip Meek Gosbrook Cottage
Commomon Lane
Binfield Heath
Henley on Thames, Oxon
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Tania Holmes 26 Temple Mill Island
Temple
Marlow
Buckhampshire SL7 1SQ
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Dugan Tilley Flat 1
Loddon Park Farm
New Bath Road, Twyford
RG10 9RY
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Helena Wheatman 48 Liebenrood Road
Reading
RG30 2EB
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Aileen Allkins 86 Top Common
Warfield Green
Braknell
Berkshire RG42 3SY
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</TABLE>
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SCHEDULE 2
New Schedule 7 of Sale and Purchase Agreement
Part A
Year One Earnout Consideration
1. On 1 October 2000 (the "First Payment Date") the sum of US$3,600,000 (the
"Year One Earnout Consideration") shall become due from the Purchaser to
the Vendors.
2. The Year One Earnout Consideration shall be satisfied by the allotment
among and issue to the Vendors in the Agreed Proportions (as near as
practicable) of such number of Exchange Shares as have a value (at the
First Anniversary Price) equal to the Year One Earnout Consideration.
3. For the purposes of paragraph 2 the First Anniversary Price shall be the
average of the closing prices of the Purchaser's common stock on the
Nasdaq National Market on the three trading days immediately prior to the
First Payment Date.
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SCHEDULE 2
Part B
Year Two Earnout Consideration
1. On 1 October 2001 (the "Second Payment Date") the sum of US$4,320,000 (the
"Year Two Earnout Consideration") shall become due from the Purchaser to
the Vendors.
2. The Year Two Earnout Consideration shall be satisfied by the allotment
among and issue to the Vendors in the Agreed Proportions (as near as
practicable) of such number of Exchange Shares as have a value (at the
Second Anniversary Price) equal to the Year Two Earnout Consideration.
3. For the purposes of paragraph 2 the Second Anniversary Price shall be the
average of the closing prices of the Purchaser's common stock on the
Nasdaq National Market on the three trading days immediately prior to the
Second Payment Date.
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SCHEDULE 2
Part C
Set-Off
1. If there is any claim for any breach of any of the Warranties and/or a
claim under the Tax Deed, (a "Relevant Claim") the Purchaser shall,
subject to compliance with the provisions of this part C, have the right
to set-off any sum claimed by it in respect of any such loss suffered by
the Purchaser or the Company in respect of any breach of the Warranties
and/or the Tax Deed against any part of the Earnout Consideration for the
Sale Shares remaining unsatisfied.
2. The rights of set-off set out in this part C are without prejudice to any
other right or remedy which the Purchaser may have against the Vendors or
any of them, whether under the terms of this agreement or otherwise, but
other than as set out in this part C, the Purchaser shall have no right to
withhold the allotment of Exchange Shares, due under this agreement or
claim any other form of set-off, deduction or withholding from such
amounts.
3. Any exercise by the Purchaser of its right of set-off under paragraph 1.1
shall not operate to prevent or delay settlement of any part of the
Earnout Consideration then due, and the Set Off Shares shall be dealt with
in accordance with terms of the Escrow Agreement for which purposes all
references to "Escrow Shares" shall be deemed to be references to "Set Off
Shares", all references to "Shareholders" shall be deemed to be references
to "Warrantors".
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<S> <C>
EXECUTED as a deed by ) /s/ Tania Holmes 12 Dovecate Road
PHILIP MEEK ) acting as attorney for Philip Meek Reading RG2 8UJ
In the presence of: ) /s/ S. S. Greaves
EXECUTED as a deed by ) /s/ Tania Holmes 26 Temple Mill Island
TANIA HOLMES ) Marlow SL7 15Q
In the presence of: ) /s/ S. S. Greaves
EXECUTED as a deed by ) /s/ Dugan Tilley Flat 2 Loaddon Park Farm
DUGAN TILLEY ) New Bath Rd.
In the presence of: ) /s/ S. S. Greaves Berks RG10 9R4
EXECUTED as a deed by ) /s/ Helena Dixon 48 Libenroad Road
HELENA DIXON ) Reading
In the presence of: ) /s/ S. S. Greaves Berkshire RG30 2EB
EXECUTED as a deed by ) /s/ Aileen Allkins 86 Top Common
AILEEN ALLKINS ) Warfield Green
In the presence of: ) /s/ S. S. Greaves Bracknell
Berks RG4 235J
EXECUTED as a deed ) /s/ Brent Frei 3180 139th Ave. S. E.
for and on behalf of ) Suite 500
ONYX SOFTWARE ) /s/ Paul Dauber Bellevue, WA 98005
CORPORATION )
In the presence of: )
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