Second Amendment to Stock Purchase Agreement among Sun Mackie, LLC, Mackie Designs Inc., Gregory Mackie, and Various Trusts
This amendment updates a previous stock purchase agreement between Sun Mackie, LLC, Mackie Designs Inc., Gregory Mackie (individually and as trustee for several trusts), and C. Marcus Sorenson and Judith B. Sorenson (as co-trustees for several Sorenson family trusts). The main change is to extend the agreement's termination date from February 14, 2003, to February 21, 2003. All other terms of the original agreement remain in effect. The amendment is effective as of February 13, 2003.
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Exhibit 2.2
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") is made as of the 13th day of February, 2003, by and among SUN MACKIE, LLC, a Delaware limited liability company, MACKIE DESIGNS INC., a Washington corporation, GREGORY MACKIE, on behalf of himself and as sole trustee of the Clair Mackie Irrevocable Trust, the Nathalia Mackie Irrevocable Trust, the Christine Radke Irrevocable Trust, and the Kathleen Staples Irrevocable Trust, and C. MARCUS SORENSON and JUDITH B. SORENSON, as co-trustees of the Children of Mathew Adam Sorenson Irrevocable Trust, the Children of Karen Marie Lopez Irrevocable Trust, the Children of Kimberly Kaye Parker Irrevocable Trust, the Mathew Adam Sorenson Irrevocable Trust, the Karen Marie Lopez Irrevocable Trust, the Kimberly Kaye Parker Irrevocable Trust, and the Sorenson Family Trust. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Original Agreement.
WHEREAS, the parties hereto are parties to that certain Stock Purchase Agreement (as amended by the terms of the First Amendment (as defined below), the "Original Agreement"), dated as of January 16, 2003, pursuant to which the Purchaser has agreed to purchase certain shares of the Company's Common Stock from the Company, the Mackie Sellers and the Sorenson Sellers;
WHEREAS, the parties hereto are parties to that certain First Amendment to Stock Purchase Agreement (the "First Amendment"), dated as of February 7, 2003, pursuant to which the parties made certain amendments to the terms of the Purchase Agreement; and
WHEREAS, the parties hereto now desire to make certain changes to the provisions of the Original Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Termination Date. The reference to February 14, 2003 in Section 9.1 of the Original Agreement is hereby changed to February 21, 2003.
2. Termination by Purchaser. The reference to February 14, 2003 in Section 9.2 of the Original Agreement is hereby changed to February 21, 2003.
3. Original Agreement. The Original Agreement, as amended pursuant to the terms of this Amendment, shall continue in full force and effect after the date of this Amendment.
* * * * *
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
SUN MACKIE, LLC | |||
By: | /s/ JASON H. NEIMARK Name: Jason H. Neimark Its: Vice President | ||
MACKIE DESIGNS INC. | |||
By: | /s/ JAMES T. ENGEN Name: James T. Engen Its: Chief Executive Officer | ||
GREGORY C. MACKIE, individually | |||
/s/ GREGORY C. MACKIE | |||
CLAIR MACKIE IRREVOCABLE TRUST | |||
By: | /s/ GREGORY C. MACKIE Name: Gregory C. Mackie Its: Trustee | ||
NATHALIA MACKIE IRREVOCABLE TRUST | |||
By: | /s/ GREGORY C. MACKIE Name: Gregory C. Mackie Its: Trustee | ||
KATHLEEN STAPLES IRREVOCABLE TRUST | |||
By: | /s/ GREGORY C. MACKIE Name: Gregory C. Mackie Its: Trustee | ||
CHRISTINE RADKE IRREVOCABLE TRUST | |||
By: | /s/ GREGORY C. MACKIE Name: Gregory C. Mackie Its: Trustee |
CHILDREN OF MATHEW ADAM SORENSON IRREVOCABLE TRUST | |||
By: | /s/ C. MARCUS SORENSON Name: C. Marcus Sorenson Its: Trustee | ||
By: | /s/ JUDITH B. SORENSON Name: Judith B. Sorenson Its: Trustee | ||
CHILDREN OF KAREN MARIE LOPEZ IRREVOCABLE TRUST | |||
By: | /s/ C. MARCUS SORENSON Name: C. Marcus Sorenson Its: Trustee | ||
By: | /s/ JUDITH B. SORENSON Name: Judith B. Sorenson Its: Trustee | ||
CHILDREN OF KIMBERLY KAYE PARKER IRREVOCABLE TRUST | |||
By: | /s/ C. MARCUS SORENSON Name: C. Marcus Sorenson Its: Trustee | ||
By: | /s/ JUDITH B. SORENSON Name: Judith B. Sorenson Its: Trustee | ||
MATHEW ADAM SORENSON IRREVOCABLE TRUST | |||
By: | /s/ C. MARCUS SORENSON Name: C. Marcus Sorenson Its: Trustee | ||
By: | /s/ JUDITH B. SORENSON Name: Judith B. Sorenson Its: Trustee |
KAREN MARIE LOPEZ IRREVOCABLE TRUST | |||
By: | /s/ C. MARCUS SORENSON Name: C. Marcus Sorenson Its: Trustee | ||
By: | /s/ JUDITH B. SORENSON Name: Judith B. Sorenson Its: Trustee | ||
KIMBERLY KAYE PARKER IRREVOCABLE TRUST | |||
By: | /s/ C. MARCUS SORENSON Name: C. Marcus Sorenson Its: Trustee | ||
By: | /s/ JUDITH B. SORENSON Name: Judith B. Sorenson Its: Trustee | ||
SORENSON FAMILY TRUST | |||
By: | /s/ C. MARCUS SORENSON Name: C. Marcus Sorenson Its: Trustee | ||
By: | /s/ JUDITH B. SORENSON Name: Judith B. Sorenson Its: Trustee |
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