AMENDMENT TO STOCK PURCHASE AGREEMENT
AMENDMENT dated as of April 28, 1999 (the "Amendment") to STOCK
PURCHASE AGREEMENT dated as of March 30, 1999 (the "Agreement") by and among
WATERMARK INVESTMENTS LIMITED LLC, a Delaware limited liability company, as
Buyer (the "Buyer"), each of the parties listed as sellers on the signature
pages to the Agreement (the "Sellers") and Hospitality Worldwide Services, Inc.,
a New York corporation ("HWS").
W I T N E S S E T H
WHEREAS, the Buyer, the Sellers and HWS are parties to the Agreement;
and
WHEREAS, the Buyer, the Sellers and HWS desire to amend and restate
certain provisions of the Agreement;
NOW, THEREFORE, in consideration of the premises and representations,
warranties and agreements herein contained, the parties hereto, intending to be
legally bound, hereby agree as follows:
Section 1. Section 1.2 of the Agreement is hereby restated to read in
its entirety as follows:
"Section 1.2 Purchase Consideration. The aggregate consideration to be
paid for the Shares (the "Purchase Price") shall consist of:
(i) $250,000 (the "Deposit") to be paid by Buyer to the Escrow Agent no
later than the date hereof to hold in escrow until the Closing (as
defined herein), at which time the Deposit shall be paid by the
Escrow Agent to the Sellers as set forth on Exhibit 1, in
accordance with the terms of this Agreement and the escrow
agreement dated as of the date hereof among the Sellers, Buyer and
the Escrow Agent in the form attached hereto as Exhibit 4 (the
"Escrow Agreement"), and
(ii) $250,000 to be paid by Buyer to Greenberg Traurig, P.A., as
representative of the Sellers no later than the close of business
on April 28, 1999 (the "Deposit Payment"), such Deposit Payment to
be non-refundable under any circumstances, plus
(iii) the amounts set forth on Exhibit 1 to be paid by Buyer to the
Sellers at the Closing, by certified check or wire transfer of
immediately available funds to accounts designated by each Seller."
Section 2. Section 2.1 of the Agreement is hereby restated to read in
its entirety as follows:
"Section 2.1 Closing Date. The closing (the "Closing") of the
transactions contemplated by this Agreement shall take place as soon as
practicable after satisfaction or waiver of all conditions set forth
herein and no later than June 18, 1999, at the offices of Olshan
Grundman Frome Rosenzweig & Wolosky LLP, 505 Park Avenue, New York, New
York 10022, or such other time and place as Buyer and the Sellers shall
agree (the date on which such closing occurs being herein referred to
as the "Closing Date")."
Section 3. Sections 9.1 and 9.2 are hereby restated to read in their
entirety as follows:
"Section 9.1 Termination. This Agreement may be terminated and the
transactions contemplated by this Agreement abandoned at any time prior
to the Closing:
(a) By mutual written consent of Buyer and all Sellers;
(b) By either Buyer or any Seller if the transactions contemplated by
this Agreement shall not have been consummated on or before June
18, 1999; provided, however, neither Buyer nor any Seller, as the
case may be, may terminate this Agreement pursuant to this
Section 9.1(b) if any condition specified in Article VI or
Article VII, respectively, is not satisfied or waived or any such
condition can no longer be satisfied;
(c) By any Seller if any condition specified in Article VI hereto has
not been met, or waived by the Sellers, at such time as such
condition can no longer be satisfied; or
(d) By Buyer if any condition specified in Article VII of this
Agreement has not been met, or waived by Buyer, at such time as
such condition can no longer be satisfied.
Section 9.2 Effect of Termination; Release of Deposit.
(a) In the event of any termination of this Agreement in accordance
with Section 9.1(a) hereof, this Agreement shall forthwith become
void and there shall be no liability under this Agreement on the
part of any party hereto or their respective affiliates,
officers, directors, employees or agents by virtue of such
termination and
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the Escrow Shares and any other documents delivered to the Escrow
Agent shall be delivered by the Escrow Agent to the Sellers and
the Deposit shall be delivered to the Buyer, each in accordance
with the terms of the Escrow Agreement.
(b) In the event of any termination of this Agreement in accordance
with Section 9.1(d) (other than resulting from a failure to
satisfy Section 7.1(g)) on or prior to June 18, 1999, Buyer
reserves its right to take any action permitted by law, including
as provided in Section 10.3 hereof. In the case of such
termination, Buyer shall notify the Sellers and the Escrow Agent,
pursuant to Section 4(c) of the Escrow Agreement.
(c) Except as specifically provided above, at the close of business
on June 18, 1999, the Deposit and the Escrow Shares shall be
delivered by the Escrow Agent to the Sellers and this Agreement
shall forthwith become void and there shall be no liability under
this Agreement on the part of any party hereto or their
respective affiliates, officers, directors, employees or agents
by virtue of such termination. In addition, in the event of any
termination by any Seller pursuant to Section 9.1(c) based on the
failure of Buyer to satisfy the conditions set forth in Section
6.1(a) or 6.1(b), Sellers reserve the right to take any action
permitted by law, including as provided in Section 10.3 hereof."
Section 4. Exhibit 1 to the Agreement is hereby restated as Exhibit 1
attached hereto.
Section 5. All other provisions of the Agreement shall remain in full
force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year hereinabove first set forth.
WATERMARK INVESTMENTS LIMITED, LLC
By:__________________________________________
Name:
Title:
SELLERS
- ------------------------------ ---------------------------------------------
DOUGLAS PARKER PHILIP PARKER
- ------------------------------ ---------------------------------------------
MITCHELL PARKER GREGG PARKER
- ------------------------------ ---------------------------------------------
BRADLEY PARKER LEONARD PARKER
Solely with respect to Sections 10.4 & 10.5
HOSPITALITY WORLDWIDE SERVICES, INC.
By:__________________________________________
Name:
Title:
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EXHIBIT 1
SHARES
Shares of Shares of
Seller Common Stock Preferred Stock
- ------ ------------ ---------------
Leonard Parker 271,435 0
Douglas Parker 401,200 0
Philip Parker 375,000 0
Mitchell Parker 175,000 40,000
Gregg Parker 191,198 40,000
Bradley Parker 0 40,000
--------- ---------
1,413,833 120,000
PURCHASE PRICE
Escrow Deposit Closing Aggregate
Seller Payment Payment Payment Purchase Price
- ------ ------- ------- ------- --------------
Leonard Parker $ 33,441.00 $ 33,441.00 $1,222,434.25 $1,289,316.25
Douglas Parker 49,428.00 49,428.00 1,806,844.00 1,905,700.00
Philip Parker 46,200.00 46,200.00 1,688,850.00 1,781,250.00
Mitchell Parker 47,497.00 47,497.00 1,736,256.00 1,831,250.00
Gregg Parker 47,497.00 47,497,00 1,813,196.50 1,908,190.50
Bradley Parker 25,937.00 25,937.00 948,126.00 1,000,000.00
----------- ------------- ------------- -------------
$250,000.00 $250,000.00 $9,215,706.75 $9,715,706.75