Amendment and Addendum to Stockholders Agreement among Zengine, Inc., Wilblairco Associates, At Home Corporation, Miami Computer Supply Corporation, Rex Stores Corporation, and Founders

Contract Categories: Business Finance › Shareholders Agreements
Summary

This document amends and adds to the Stockholders Agreement originally dated September 30, 1999, among Zengine, Inc., Wilblairco Associates, At Home Corporation, Miami Computer Supply Corporation, and the founders. The amendment updates certain definitions and removes a schedule. The addendum allows Rex Stores Corporation to join as an Investor, agreeing to the terms of the original agreement regarding warrants and shares. All parties must sign to confirm their acceptance of these changes.

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EX-10.8-1 8 ex-10_81.txt EXHIBIT 10.8.1 Exhibit 10.8.1 ZENGINE, INC. 6100 STEWART AVENUE FREMONT, CA 94538 April 6, 2000 Wilblairco Associates 222 West Adams Chicago, Illinois 60606 Re: Amendment to Stockholders Agreement Dear Sir: Pursuant to Section 10.1 of the Stockholders Agreement by and among Zengine, Inc. ("Zengine"), Wilblairco Associates ("Wilblairco"), At Home Corporation ("At Home"), Miami Computer Supply Corporation ("MCSC"), Joseph M. Savarino, Lalit Dhadphale and Christopher Feaver dated September 30, 1999 (the "Agreement"), the undersigned parties hereby agree to the following amendment to the Agreement: 1. The first paragraph of the Agreement is deleted in its entirety and replaced with: "THIS STOCKHOLDERS AGREEMENT is made and entered into as of the 30th day of September, 1999, by and among Zengine, Inc., a Delaware corporation (the "Company"), Miami Computer Supply Corporation, an Ohio corporation (the "Parent") and each of the Persons listed on Schedule A hereto (collectively, the "Investors")." 2. The first "WHEREAS" paragraph of the Agreement is deleted in its entirety and replaced with: "WHEREAS, the Parent and the Investors are collectively referred to as the `STOCKHOLDERS' and individually as a `STOCKHOLDER.'" 3. Schedule B is deleted in its entirety. Please countersign this letter amendment to reflect your agreement hereto. Sincerely, Joseph M. Savarino President Amendments to Stockholders Agreement April 6, 2000 Page 2 Agreed and accepted:
AT HOME CORPORATION Date: , 2000 By: --------------------------- ----------------------------------- Name: ----------------------------------- Title: ----------------------------------- WILBLAIRCO ASSOCIATES Date: , 2000 By: /s/ Mark Brady --------------------------- ----------------------------------- Name: Mark Brady ----------------------------------- Title: Partner ----------------------------------- REX STORES CORPORATION Date: , 2000 By: --------------------------- ----------------------------------- Name: ----------------------------------- Title: ----------------------------------- MIAMI COMPUTER SUPPLY CORPORATION Date: , 2000 By: --------------------------- ----------------------------------- Name: ----------------------------------- Title: ----------------------------------- FOUNDERS: Date: , 2000 --------------------------- -------------------------------------------- Joseph M. Savarino -------------------------------------------- Date: , 2000 Lalit Dhadphale --------------------------- Date: , 2000 --------------------------- -------------------------------------------- Christopher Feaver
ADDENDUM TO STOCKHOLDERS' AGREEMENT This Addendum to the Stockholders' Agreement by and among Zengine, Inc., Miami Computer Supply Corporation, the Investors and Option Holders dated September 30, 1999 (the "Agreement") is dated this 6th day of April, 2000. Pursuant to Section 7(b) of the Agreement, the undersigned hereby joins in this Agreement and agrees to be deemed an "Investor" under the Agreement and to abide by all of the terms and conditions of the Agreement as an Investor party thereto from and after the date hereof with respect to the Warrant to purchase shares of the common stock, no par value per share ("Common Stock"), of Zengine, Inc., to be dated upon the date of issue, and with respect to the shares of Common Stock which may be issued upon the proper exercise of such Warrant. IN WITNESS WHEREOF, the said Investor has executed this Addendum this 6th day of April, 2000. REX STORES CORPORATION By:__________________________________ Name: Stuart Rose Title: Chief Executive Officer Agreed and accepted by: FOUNDERS: AT HOME CORPORATION: _________________________________ By: ________________________________ Joseph Savarino Name: ________________________________ Date:____________________________ Title: ________________________________ Date: ________________________________ _________________________________ WILBLAIRCO ASSOCIATES Lalit Dhadphale Date:____________________________ By: /s/ Mark Brady -------------------------------- _________________________________ Name: Mark Brady Christopher Feaver -------------------------------- Date: ___________________________ Title: Partner -------------------------------- Date: 4/13/00 -------------------------------- Addendum to Stockholders' Agreement Page 2 ZENGINE, INC. MAIMI COMPUTER SUPPLY CORPORATION By: ___________________________ By: _________________________________ Name: ___________________________ Name: _________________________________ Title:___________________________ Title:_________________________________ Date:____________________________ Date:__________________________________