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EXHIBIT 2.2
AMENDMENT NO. 1
TO
STOCK PURCHASE AGREEMENT, DATED MAY 4, 2000,
AMONG JACO ELECTRONICS, INC., AND
ALL OF THE STOCKHOLDERS OF INTERFACE ELECTRONICS CORP.
This Agreement ("Agreement") is made as of June 6, 2000, by and among
Jaco Electronics, Inc., a New York corporation ("Jaco"), Brendan J. Perry
("Perry") and Joseph F. Oliveri ("Oliveri,"and together with Perry, the
"Sellers"). Capitalized terms not otherwise defined herein shall have the
meaning assigned to them in that certain Stock Purchase Agreement, dated May 4,
2000, among Jaco and the Sellers (the "Stock Purchase Agreement").
RECITALS
WHEREAS, the Company and the Sellers wish to amend certain provisions of
the Stock Purchase Agreement with respect to the Holdback
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto hereby agree as
follows:
Subsection 1.3(b) of the Stock Purchase Agreement is replaced in its
entirety by the following:
(b) As of the Closing Date, the Purchaser shall pay to Morrison Cohen
Singer & Weinstein, LLP, as escrow agent under an escrow agreement substantially
in the form of Exhibit A hereto (the "HOLDBACK ESCROW AGREEMENT"), the sum of
$2,859,218 (consisting of the Initial General Holdback of $250,000; the Bull
Holdback of $1,050,000; and the Check Clearance Holdback of $1,559,218)
(TOGETHER THE "INITIAL HOLDBACK") and, when the Year One Deferred Payment is
payable, the first $750,000 thereof (or such lesser amount as shall equal the
Year One Deferred Payment) shall be paid to said escrow agent to be held
pursuant to the Holdback Escrow Agreement (the Initial Holdback plus such
additional amount, the "HOLDBACK"). The Holdback Escrow Agreement shall continue
for two (2) years from the Closing Date and for such longer period as there may
exist any unresolved claim against the Holdback. The Holdback Escrow Agreement
shall provide that (i) $1,050,000 (the "BULL HOLDBACK") shall be released to
Sellers upon the receipt by Purchaser of (a) evidence that a Stipulation of
Dismissal has been filed with the Superior Court of Middlesex County of the
Commonwealth of Massachusetts dismissing with prejudice the action brought
against the Company captioned Bull HN Information Systems, Inc., vs. Interface
Electronics Corporation, Middlesex Superior Courts, Commonwealth of
Massachusetts, Docket No. M1CV1996-01965 (the "BULL LITIGATION"), (b) an
originally executed Settlement Agreement regarding the Bull Litigation, and (c)
confirmation that checks delivered by Sellers at Closing
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totaling $1,050,000, made by Sellers, have been paid in full to the Company (ii)
$1,559,218 (the "Check Clearance Holdback") as set forth in Schedule A attached
hereto, shall be released to each of the Sellers from time to time in an amount
equal to the amount of such Seller's cleared check upon confirmation that such
check has been paid in full to the Company, and (iii) subject to Section 1.4
hereof, (x) all amounts in excess of the Bull Holdback and the Check Clearance
Holdback plus $500,000 (or such lesser amount as shall be then held in escrow)
shall be released to Sellers on the first anniversary of the Closing Date, and
(y) all amounts in excess of the Bull Holdback and the Check Clearance Holdback
shall be released to Sellers on the second anniversary of the Closing Date (the
amounts held in escrow hereunder other than the Bull Holdback and the Check
Clearance Holdback, the "GENERAL HOLDBACK"). Purchaser shall not include the
payment of the Bull Holdback as a deduction in Interface's or Purchaser's
post-closing period income tax returns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PURCHASER:
JACO ELECTRONICS, INC.
By:/s/ Joel Girsky
------------------
Name: Joel Girsky
Title: President
SELLERS:
/s/ Brendan J. Perry
--------------------
BRENDAN J. PERRY
/s/ Joseph F. Oliveri
---------------------
JOSEPH F. OLIVERI
2
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SCHEDULE A
ESCROW ITEMS TO BE PAID BY "PERSONAL" CHECK
<TABLE>
<CAPTION>
Joseph Oliveri Brendan Perry
Checks Checks
<S> <C> <C> <C>
Bull Litigation $1,050,000 $525,000 $525,000
Officer's Loan 730,622 385,517 345,105
ISG Fixed Assets 128,892 64,446 64,446
ISG Inventory 213,054 106,527 106,527
Elcommerce Loan 436,650 218,325 218,325
Foresight 50,000 50,000
========== ========== ==========
TOTAL $2,609,218 1,299,815 1,309,403
</TABLE>
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