Attached files
| file | filename |
|---|---|
| 8-K - VILLAGEEDOCS INC | v192099_8k.htm |
| EX-99.2 - VILLAGEEDOCS INC | v192099_ex99-2.htm |
EXHIBIT
99.1
FIRST AMENDMENT TO STOCK
PURCHASE AGREEMENT AND FORBEARANCE
This
Amendment dated as of July 28, 2010, is entered into by and between
VillageEDOCS, a Delaware Corporation, with offices at 1401 N. Tustin Ave., Suite
230 Santa Ana, California 92705-8686 (“VillageEDOCS”), and Vojin Hadzi-Pavlovic
and Gloria Hadzi-Pavlovic, tenants in common (“Shareholder”).
WHEREAS,
on or about August 1, 2008, VillageEDOCS, Decision Management Company, d/b/a
Questys Solutions, Inc., a California S-Corporation and Shareholder executed a
Stock Purchase Agreement (“Stock Purchase Agreement”) wherein VillageEDOCS was
to pay Shareholder $900,000 under a Promissory Note providing for three equal
annual installments of $300,000 due on August 1, 2009, August 1, 2010 and August
1, 2011, respectively (the “Note”). In addition, VillageEDOCS agreed
to provide additional consideration under the Stock Purchase Agreement,
including payment of $115,000 on account of shareholder debt, of which $80,000
remains unpaid (the “$80,000 Payment”).
WHEREAS, on or about August 1, 2009,
VillageEDOCS, Inc. paid the first annual installment of $300.000.
WHEREAS,
VillageEDOCS has requested that Shareholder agree to an extended payment
schedule with regard to the payments due on August 1, 2010 and August, 2011,
that Shareholder agree to an extended payment schedule with regard to the
$80,000 Payment, and that Shareholder forbear from exercising its rights and
remedies under the Stock Purchase Agreement, Note and related documents (as
amended, the “Sale Documents”) so long as VillageEDOCS complies with the
terms of the Sale Documents and the amended Note (“Amended Note”) attached as
Exhibit 1 and incorporated herein by reference, including the extended payment
schedule set forth in the Amended Note.
NOW,
THEREFORE, in consideration of the premises herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, VillageEDOCS and Shareholder hereby agree to amend the Note and
Shareholder agrees to forbear from exercising its rights and remedies under the
Sale Documents on the terms and conditions set forth herein.
1. Amendment to Note. The Amended
Note attached at Exhibit “1” hereby amends the Note. The remaining
two payments to Shareholder for outstanding shareholder debt pursuant to Section
7.8 of the Stock Purchase Agreement ($80,000) shall be incorporated in the
Amended Note. The payment schedule of the $80,000 under Section 7.8
of the Stock Purchase Agreement is superseded by the payment schedule of the
Amended Note that includes the $80,000. If VillageEDOCS fails to make
a payment in accordance with the amortization schedule, VillageEDOCS shall
immediately owe a penalty equal to 20% of the respective payment
due. VillageEDOCS further agrees that its failure to make any payment
in accordance with the payment schedule under the Amended Note (subject to the
five (5) calendar day cure period set forth therein) shall constitute an
immediate and incurable default under the Sale Documents and all obligations
under the Amended Note, together with interest thereon, and all other
liabilities and obligations of VillageEDOCS under the Sale Documents shall be
immediately due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived.
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2. Forbearance. Shareholder
hereby agrees to forbear from exercising any of its rights and remedies against
VillageEDOCS that may exist by virtue of VillageEDOCS failing to make payments
in accordance with the terms of the Note provided such payments are made in
accordance with the terms of the Amended Note. Except with regard to
extended payment schedule set forth in the Amended Note, nothing herein shall be
construed as a waiver of or acquiescence to any other defaults, including any
existing defaults, if any, which shall continue in existence notwithstanding the
agreement of Shareholder, as set forth herein, to forbear in the exercise of
rights and remedies against VillageEDOCS on the terms and for the period set
forth herein. Except as expressly provided herein, this forbearance
shall not, other than expressly set forth in the Amended Note: (i) constitute an
extension, modification, or waiver of any other term or aspect of the Sale
Documents other than as set forth in the Amended Note; (ii) give rise to any
obligation on the part of Shareholder to extend, modify or waive any other term
or condition of the Sale Documents; or (iii) give rise to any defenses or
counterclaims to the right of Shareholder to compel payment or to otherwise
enforce its rights and remedies under the Sale Documents. Except as
expressly agreed herein and the Amended Note, Shareholder hereby expressly
reserves all of its rights and remedies under the Sale Documents and under
applicable law with respect to any existing events of default.
3. Conditions. The
effectiveness of this Amendment is subject to VillageEDOCS having executed and
delivered this Amendment and the Amended Note on or before August 1, 2010 and,
after giving effect to this Amendment and the Amended Note, no default shall
have occurred and be continuing.
4. Payment of Attorneys’
Fees. VillageEDOCS shall pay Shareholder’s reasonable
attorneys fees’ and costs, that shall not exceed $4,000.00 (US), in advising
Shareholder with regard to VillageEDOCS requests for an extended payment
schedule and in advising, structuring, reviewing, or amending this Amendment and
the Amended Note attached hereto. VillageEDOCS shall make payment
within thirty (30) days after receipt of Shareholder’s attorneys’
invoice. Failure to pay within thirty (30) days shall be a default
under the Sale Documents and Amended Note.
5. Release. As further
consideration, to induce Shareholder to execute, deliver and perform this
Amendment, VillageEDOCS represents and warrants that there are no claims,
including indemnification claims under the Stock Purchase Agreement, causes of
action, suits, debts, obligations, liabilities, demands of any kind, character
or nature whatsoever, fixed or contingent, which VillageEDOCS may have, or claim
to have, against Shareholder with respect to the subject matter hereof, the Sale
Documents or matters relating thereto, or any of them, and VillageEDOCS, by its
execution hereof, on its own behalf and on behalf of its respective agents,
employees, officers, directors, servants, representatives, attorneys,
accountants, affiliates, successors and assigns (collectively, the “Releasing
Parties”), hereby releases, acquits and forever discharges Shareholder and its
respective agents, employees, officers, directors, servants, representatives,
attorneys, accountants, affiliates, successors and assigns (collectively, the
“Released Parties”) from any and all liabilities, claims, suits, debts, causes
of action, set-offs, counterclaims, recoupments and any defenses to enforcement
of the obligations under the Sale Documents and the like of any kind, character
or nature whatsoever, known or unknown, fixed or contingent that any Releasing
Parties may have, or claim to have, against each of the such Released Parties
with respect to the subject matter hereof, the Sale Documents, or matters
relating to any of the foregoing documents or agreements, from the beginning of
time until and through the dates of execution and delivery of this
Amendment.
VillageEDOCS,
by its execution hereof, hereby acknowledges that it has been apprised of and is
familiar with Section 1542 of the Civil Code of the State of California
(“Section 1542”) which provides:
A general
release does not extend to claims which the creditor does not know or suspect to
exist in his or her favor at the time of executing the release, which if known
by him or her must have materially affected his or her settlement with the
debtor.
VillageEDOCS,
by its execution hereof, hereby waives and relinquishes any and all rights or
benefits which it may have under Section 1542 or any similar provision under the
statutory or non-statutory law of any other jurisdiction to the full extent that
it may lawfully waive any such rights and benefits.
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6. Acknowledgement of Security
Interest. VillageEDOCS, by its execution hereof, acknowledges,
confirms and agrees that Shareholder has and shall continue to have a valid,
enforceable and perfected first-priority lien upon and security interest in the
collateral granted to Shareholder pursuant to the Sale Documents or otherwise
granted to or held by Shareholder.
7. Counterparts. This
Amendment may be executed in counterparts, and counterparts containing
signatures of both parties hereto shall be deemed a complete original
hereof.
8. Modification. This
Amendment may not be modified or terminated orally and no modification,
termination or attempted waiver shall be valid unless in writing, signed by the
party against whom the same is sought to be enforced but shall be automatically
deemed modified by the instrument executed to effect the
transaction.
9. Governing Law. This
Amendment shall be governed by the laws of the State of California and Article
IV, Sections 10.5 and 10.6 of the Stock Purchase Agreement are incorporated
herein.
10. Attorneys' Fees. If
any party shall breach the terms and conditions of this Amendment, such
breaching party shall be responsible for all fees and costs incurred by any
non-breaching party.
11. Execution: This
Amendment shall be completed, executed, and delivered to each of the parties on
or before July 29, 2010, to become valid and enforceable. A party’s
electronic, scanned, or facsimile signature shall, upon delivery, be deemed to
have the same effect as if an original signature had been delivered to the other
party.
IN
WITNESS WHEREOF, this Amendment has been executed as of the day and year first
above written.
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VillageEDOCS,
a Delaware Corporation
/s/ K. Mason
Conner
Mason
Conner, in his capacity as
President
and not in his individual capacity.
|
Shareholder:
/s/ Vojin
Hadzi-Pavlovic
Vojin
Hadzi-Pavlovic
/s/ Gloria
Hadzi-Pavlovic
Gloria
Hadzi-Pavlovic
|
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