Supplemental Agreement to Stock Purchase Agreement among C D Liddle et al., GA Design International (Holdings) Limited, HLM Architects Limited, and HLM Design, Inc.

Contract Categories: Business Finance › Purchase Agreements
Summary

This Supplemental Agreement, dated February 22, 2002, amends the original Stock Purchase Agreement between several individual sellers and GA Design International (Holdings) Limited, with HLM Architects Limited and HLM Design, Inc. as related parties. The agreement revises the purchase price, payment structure, and allocation among the sellers, including cash, shares, and promissory notes, and updates related schedules. All parties agree that the original and supplemental agreements are to be read together as one binding contract.

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EX-2.2 4 dex22.txt SUPPLEMENTAL AGREEMENT Exhibit 2.2 DATED 22 February 2002 --------------------------------------------------- SUPPLEMENTAL AGREEMENT TO THE STOCK PURCHASE AGREEMENT AMONG C D LIDDLE and OTHERS GA DESIGN INTERNATIONAL (HOLDINGS) LIMITED HLM ARCHITECTS LIMITED HLM DESIGN INC THIS SUPPLEMENTAL AGREEMENT is made 22 February 2002 BETWEEN: (1) THE PERSONS whose names and addresses are set out in Schedule A1.0 ("the Sellers"); (2) GA DESIGN INTERNATIONAL (HOLDINGS) LIMITED a company registered in England and Wales under Company Number ###-###-#### with its registered office at Lyme House Studios, 30-31 Lyme Street, London NW1 8EE ("the Purchaser"); (3) HLM ARCHITECTS LIMITED a company registered in England and Wales under Company Number ###-###-#### with its registered office at 1 Old Lodge Place, St Margaret's, Twickenham, Middlesex TW1 1RQ ("the Company" or "the Business") (3) HLM DESIGN, INC a Delaware Corporation with its office at Suite 2950, 121 West Trade Street, Charlotte, North Carolina 28202, USA NOW IT IS HEREBY AGREED as follows:- 1 Interpretation 1.1 "Main Agreement" means the agreement between the parties dated 2001. 1.2 In this Supplemental Agreement all words shall have the same meaning as defined in the Main Agreement. 2 Alterations 2.1 The Main Agreement shall be amended as follows:- 2.1.1 Clause 1.2 of the Article I shall be deleted and the following clause shall be inserted in its place:- "1.2 Purchase Price. In consideration for the conveyance of the -------------- Shares, the Purchaser shall pay to the Sellers an aggregate amount ("the Purchase Price") comprising (pound)2,126,644.74 (Two million one hundred and twenty six thousand six hundred and forty four pounds sterling and seventy four pence), 18,240 ordinary shares of 1p par value of delayed delivery common stock of the Purchaser having an agreed upon aggregate value at the Closing Date of (pound)600,000.00 (Six hundred thousand pounds sterling) first subordinated promissory notes of the Purchaser in the aggregate principal amount of (pound)2,180,000.00 (Two million, one hundred and eighty thousand pounds 1 sterling), and second subordinated promissory notes of the Purchaser in the aggregate principal amount of (pound)373,355.26 (Three hundred and seventy three thousand, three hundred and fifty five pounds sterling and twenty six pence) all as more particularly provided in Section 7.2 hereof. The Purchase Price shall be divided between the Sellers as provided in Schedule A1.0." 2.1.2 Clause 7.2(c) of Article VII shall be deleted and the following clause shall be inserted in its place:- "(c) Upon completion of the matters referred to above, the Purchaser shall by wire transfer of same-day funds, pay to Peacock & Co ("the Sellers' Solicitors") on behalf of the Sellers an aggregate amount of (pound)2,126,644.74 (Two million one hundred and twenty six thousand six hundred and forty four pounds sterling and seventy four pence)." 2.1.3 Clause 7.2(e) of Article VII shall be deleted and the following clause shall be inserted in its place:- "(e)(i) Instalment Payments; First Subordinated Promissory Notes. -------------------------------------------------------- The Sellers shall receive subordinated promissory notes of the Purchaser substantially in the form attached hereto as Exhibit C, first subordinated promissory notes being collectively referred to as the "First GA Notes" and individually referred to as the "First Note", 42.201834% of the principal amount of the First GA Notes will be paid on each of the first and second anniversaries of the Closing Date and 7 ###-###-####% of the principal amount will be paid on each of the third and fourth anniversaries of the Closing Date, all as provided in the First GA Notes such notes to be allocated among the Sellers as provided in Schedule A1.0. The Purchaser's obligations to pay the sums due under the said First GA Notes shall be subject to the Purchaser's right of set off as provided in Section 8.5 below. (e)(ii) Instalment Payments; Second Subordinated Promissory --------------------------------------------------- Notes. Two of the Sellers (Christopher Dunbar Liddle and ----- David Muir Cafferty) shall receive second subordinated promissory notes of the Purchaser substantially in the form attached hereto in Exhibits CXI and CX2, the second subordinated promissory notes being collectively referred to as the "Second GA Notes" and individually referred to as the "Second Note". Their repayment provisions shall be as provided in the Second Notes attached as CX1 and CX2 respectively." 2 2.1.4 Schedule A1.0 shall be deleted and the following schedule shall be inserted in its place: 3 SCHEDULE A 1.0 PART 1 THE SELLERS
(1) (2) (3) (4) Name No. of Ordinary Shares of the Cash Consideration Shares of GA Design Company (pound) International (Holdings)Limited Christopher Dunbar Liddle 160,000 531,250.00 4800 Roderick Charles Fraser 160,000 657,894.73 4800 Leslie Hunter Welch 160,000 657,894.73 4800 John Russell Ferguson 60,000 246,710.52 1800 David Muir Cafferty 60,000 -- 1800 Caroline Julia Buckingham 2,000 8,223.69 60 Nicholas John Beecroft 2,000 8,223.69 60 Richard Peter Ian Parsons 2,000 8,223.69 60 Karen Susan Mosley 2,000 8,223.69 60 (1) (5) (6) Name First Subordinated Second Promissory Promissory Notes of Notes of GA Design GA Design International International (Holdings) Limited (Holdings) Limited (pound) (pound) Christopher Dunbar Liddle 573,684.21 126,644.74 Roderick Charles Fraser 573,684.21 -- Leslie Hunter Welch 573,684.21 -- John Russell Ferguson 215,131.58 -- David Muir Cafferty 215,131.58 246,710.52 Caroline Julia Buckingham 7,171.05 -- Nicholas John Beecroft 7,171.05 -- Richard Peter Ian Parsons 7,171.05 -- Karen Susan Mosley 7,171.05 --
4 3 The Main Agreement and this Supplemental Agreement shall henceforth be read and construed as one Agreement. AS WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. EXECUTED and DELIVERED as a DEED by CHRISTOPHER DUNBAR LIDDLE /s/ R Fraser (as attorney for C D Liddle) in the presence of :- Witness: Signature /s/ G T Miller Name George Talbot Miller Address 94 High Street Wimbledon London SW19 5EG Occupation Para-Legal EXECUTED and DELIVERED as a DEED by RODERICK CHARLES FRASER /s/ R Fraser in the presence of :- Witness: Signature /s/ G T Miller Name George Talbot Miller Address 94 High Street Wimbledon London SW19 5EG Occupation Para-Legal 5 EXECUTED and DELIVERED as a DEED by LESLIE HUNTER WELCH /s/ R Fraser (as attorney for Leslie Hunter Welch) in the presence of :- Witness: Signature /s/ G T Miller Name George Talbot Miller Address 94 High Street Wimbledon London SW19 5EG Occupation Para-Legal EXECUTED and DELIVERED as a DEED by JOHN RUSSELL FERGUSON /s/ R Fraser (as attorney for J R Ferguson) in the presence of :- Witness: Signature /s/ G T Miller Name George Talbot Miller Address 94 High Street Wimbledon London SW19 5EG Occupation Para-Legal 6 EXECUTED and DELIVERED as a DEED by DAVID MUIR CAFFERTY /s/ David Cafferty in the presence of :- Witness: Signature /s/ G T Miller Name George Talbot Miller Address 94 High Street Wimbledon London SW19 5EG Occupation Para-Legal EXECUTED and DELIVERED as a DEED by CAROLINE JULIA BUCKINGHAM /s/ C J Buckingham in the presence of :- Witness: Signature /s/ G T Miller Name George Talbot Miller Address 94 High Street Wimbledon London SW19 5EG Occupation Para-Legal 7 EXECUTED and DELIVERED as a DEED by NICHOLAS JOHN BEECROFT /s/ R Parsons (as attorney for N J Beecroft) in the presence of :- Witness: Signature /s/ G T Miller Name George Talbot Miller Address 94 High Street Wimbledon London SW19 5EG Occupation Para-Legal EXECUTED and DELIVERED as a DEED by RICHARD PETER IAN PARSONS /s/ R Parsons in the presence of :- Witness: Signature /s/ G T Miller Name George Talbot Miller Address 94 High Street Wimbledon London SW19 5EG Occupation Para-Legal 8 EXECUTED and DELIVERED as a DEED by KAREN SUSAN MOSLEY /s/ C J Buckingham (as attorney for K S Mosley) in the presence of :- Witness: Signature /s/ G T Miller Name George Talbot Miller Address 94 High Street Wimbledon London SW19 5EG Occupation Para-Legal EXECUTED and DELIVERED as a DEED by GA DESIGN INTERNATIONAL (HOLDINGS) LIMITED acting by: Director /s/ Werner Aeberhard Director/Secretary /s/ Vernon B Brannon EXECUTED and DELIVERED as a DEED by HLM ARCHITECTS LIMITED acting by: Director /s/ R Fraser Director/Secretary /s/ D Cafferty 9 EXECUTED and DELIVERED as a DEED by HLM DESIGN, INC: ATTEST By: /s/ Joseph Harris President /s/ Vernon B Brannon Assistant/Secretary (Corporate Seal) 10