{"id":43688,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-legal-research-center-inc-the-law.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-legal-research-center-inc-the-law","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-legal-research-center-inc-the-law.html","title":{"rendered":"Stock Purchase Agreement &#8211; Legal Research Center Inc., The Law Office Inc., Gordon and Sydney Jones, and William and Lorie Harris"},"content":{"rendered":"<pre>                                 AMENDMENT NO. 1\n                                       TO\n                            STOCK PURCHASE AGREEMENT\n\n\n     THIS AMENDMENT NO. 1 (the 'Amendment') is effective as of the 13th day of\nMay, 1996, by and among LEGAL RESEARCH CENTER, INC., a Minnesota corporation\n('LRC' or 'Buyer'), THE LAW OFFICE, INC., a Washington corporation (the\n'Company'), GORDON AND SYDNEY JONES, each an individual (the 'Joneses'), WILLIAM\nAND LORIE HARRIS, each an individual (the 'Harrises'), and JOSEPH GIBERSON, an\nindividual ('Giberson').\n\n     WHEREAS, LRC, the Joneses and the Harrises are the owners of all of the\nissued and outstanding shares of the common stock of the Company;\n\n     WHEREAS, the Company, LRC, the Joneses and the Harrises entered in the\nStock Purchase Agreement dated January 31, 1996 (the 'Stock Purchase Agreement')\nwhereby LRC agreed to purchase and the Joneses and the Harrises agreed to sell\nto LRC, all of the common stock of the Company owned by the Joneses and the\nHarrises (the 'Shares') on the terms and conditions stated therein (the\n'Transaction'), which Transaction has not yet been consummated; and\n\n     WHEREAS, the Stock Purchase Agreement states that each of LRC, the Joneses\nand the Harrises own 25 shares of common stock of the Company, however, as of\nthat date, the Joneses owned 50 shares of common stock of the Company;\n\n     WHEREAS, since the date of the Stock Purchase Agreement and until this\ndate, the parties have adjusted their ownership in the Company so that the\nHarrises now own 25 shares of common stock of the Company; and\n\n     WHEREAS, the shareholdings of the Company are now owned equally by each of\nLRC, the Joneses and the Harrises and the parties desire to consummate the\nTransaction;\n\n     WHEREAS, Joseph Giberson has been employed by the Company since August 24,\n1995 as its Vice President, Product Development and pursuant to the terms and\nconditions of Giberson's employment as set forth in correspondence between\nGordon Jones and Giberson dated August 10, 1995 and August 16, 1995, it was\nagreed that Giberson would receive a total of 4% of the common stock of the\nCompany over a period of one year commencing with his date of employment (the\n'Giberson Shares'), none of which has been issued yet to Giberson; and\n\n     WHEREAS, in lieu of Giberson receiving the Giberson Shares, and to\neffectuate the Transaction so that the Company is a wholly owned subsidiary of\nLRC, the Company, LRC, the Joneses and the Harrises desire that Giberson receive\nan equivalent interest in LRC as set forth herein, and Giberson is willing to\nreceive such interest in LRC in lieu of the Giberson Shares; and\n\n\n\n\n\n     WHEREAS, the parties desire to amend the Stock Purchase Agreement to\ninclude the payment to Giberson of an interest in LRC as part of the\nconsideration from LRC for the purchase by it of the Shares, to delete the\nexhibits and add a disclosure statement to the Stock Purchase Agreement and to\notherwise amend such agreement as provided for herein.  Unless otherwise defined\nherein, capitalized terms used herein shall have the same meaning as set forth\nin the Stock Purchase Agreement.\n\n     NOW, THEREFORE, in consideration of the premises and for other good and\nvaluable consideration, the adequacy and sufficiency of which is hereby\nacknowledged, the parties agree as follows:\n\n1.  AMENDMENT TO STOCK PURCHASE AGREEMENT.  Unless otherwise provided for in\nthis Amendment, all rights and obligations of the parties and all terms and\nconditions of the Stock Purchase Agreement shall remain in full force and\neffect.  The parties agree that the Stock Purchase Agreement shall be amended by\nthe following provisions:\n\n     1.1  GIBERSON ADDED AS PARTY.  Giberson is hereby made a party to the Stock\nPurchase Agreement and shall be referred to as 'Giberson.'\n\n     1.2  CONSIDERATION FROM BUYER AT EXECUTION\/CLOSING.  Section 1.2 of the\nStock Purchase Agreement is hereby amended to read in its entirety as follows:\n\n          '1.2  CONSIDERATION FROM BUYER AT EXECUTION\/CLOSING.  As\n          payment for the transfer of the Shares from Sellers to\n          Buyer, Buyer shall pay to the Sellers and Giberson at the\n          Closing the following:\n\n          (i) LRC STOCK.  A total of One Hundred Twenty One Thousand\n          Eight Hundred (121,800) shares of its fully paid and\n          nonassessable Common Stock payable as set forth below:\n\n               Holder    Number of LRC Shares\n               ------    --------------------\n\n               The Harrises    58,200\n               The Joneses     56,400\n               Giberson         7,200\n               ------------   -------\n               Total:         121,800\n\n          (ii) LRC STOCK OPTION.  Immediately exercisable stock\n          options to purchase a total of One Hundred One Thousand Five\n          Hundred (101,500) shares of LRC Common Stock. Such options\n          shall be exercisable for a period commencing immediately and\n          ending three years from the date of grant, in whole or in\n          part, from time to time, and at anytime throughout the\n          option period at the closing\n\n\n                                        2\n\n\n\n\n          high bid price for LRC Common Stock as reported on the NASDAQ SmallCap\n          Market for the date of the Letter of Intent (December 14, 1995, which\n          was $3.50 per share) issuable as follows:\n\n               Holder         Number of LRC Stock Options\n               ------------   ---------------------------\n\n               The Harrises    48,500\n               The Joneses     47,000\n               Giberson         6,000\n               ------------   -------\n\n               Total:         101,500\n\n          (iii) CASH.  A total of Fifty Thousand Seven Hundred Fifty\n          Dollars ($50,750), payable on the Closing as follows:\n\n               Payee          Cash Amount\n               ------------   -----------\n\n               The Harrises    $     0\n               The Joneses           0\n               Giberson          3,000\n               ------------   --------\n\n\n          The Harrises hereby acknowledge the they have already\n          received $24,250 from LRC consisting of an original payment\n          by LRC of $25,000 reduced by a repayment from the Harrises\n          to LRC of $750.  The Joneses hereby acknowledge the they\n          have already received $23,500 from LRC consisting of an\n          original payment by LRC of $25,000 reduced by a repayment\n          from the Joneses to LRC of $1,500.\n\n               Total: $50,750 (including payment already made to the Joneses and\n               the Harrises)\n\n     1.3  AUTHORITY AND CONSENT.  Section 2.12 of the Stock Purchase Agreement\nis hereby amended to delete the words 'subject to the stock grant to Joe\nGiberson as reflected in exhibit 2.12' in the third sentence thereof.\n\n     1.4  CAPITAL STRUCTURE.  Section 2.20 of the Stock Purchase Agreement is\nhereby amended in its entirety to read as follows:\n\n          '2.20  CAPITAL STRUCTURE.  The authorized capital stock of\n          the Company consists of 50,000 shares of Common Stock, no\n          par value, of which 75 shares are issued and outstanding and\n          held by the Sellers and LRC.  All outstanding shares are\n          validly issued, fully paid and non-assessable and such\n          shares have been issued in full compliance with all federal\n          and state securities laws.  There are no outstanding\n          subscriptions, options, rights, warrants,\n\n\n                                        3\n\n\n\n\n          convertible securities, or other agreements or commitments obligating\n          the Company to issue or transfer any additional shares of its capital\n          stock of any class.'\n\n     1.5  TITLE TO SHARES.  Section 2.22 of the Stock Purchase Agreement is\nhereby amended by adding the following to the end thereof:\n\n          'No option, pledge or other right to transfer any interest\n          in the Company Giberson may have as a result of his\n          employment with the Company has been granted by Giberson to\n          any third party.'\n\n     1.6  DISCLOSURE STATEMENT.  Information required to be set forth on an\nexhibit to the Stock Purchase Agreement shall not be attached as an exhibit\nthereto.  LRC acknowledges that it has received a separate disclosure statement\ncontaining all of the information required to be set forth on any exhibit to the\nStock Purchase Agreement (the 'Disclosure Statement').  Each reference in the\nStock Purchase Agreement to 'Exhibit' is hereby amended by replacing such term\nwith 'the Disclosure Statement' and each sentence shall be appropriately amended\nto accommodate such change.\n\n2.   TERMINATION OF AGREEMENTS.    Upon the execution of this Agreement and the\nconsummation of the transaction contemplated by the Stock Purchase Agreement and\nthis Agreement, the following agreements shall no longer be in full force and\neffect and shall be terminated: (i) Stock Option Agreement dated November 9,\n1995 between the Buyer and LRC, (ii) Shareholder and Director Agreement dated\nMay 3, 1995 between LRC, the Company, the Joneses and the Harrises, and (iii)\nthe Shareholders' Buy\/Sell Agreement dated May 17, 1995 between the Buyer, the\nJoneses and the Harrises.\n\n3.  ENTIRE AGREEMENT; MODIFICATION; WAIVER.  Except as amended herein, the Stock\nPurchase Agreement shall remain in full force and effect.  This Amendment\nconstitutes the entire agreement between the parties pertaining to the subject\nmatter contained herein and supersedes all prior and contemporaneous agreements,\nrepresentations and understandings of the parties respecting the subject matter\ncontained herein.  No supplement, modification or amendment of this Amendment\nshall be binding unless executed in writing by all of the parties.  No waiver\nshall be binding unless executed in writing by the party making the waiver.\n\n4.  GOVERNING LAW.  This Amendment shall be governed by, and construed in\naccordance with, the laws of the State of Washington.\n\n\n                                        4\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the\nday and year first above written.\n\n\nBUYER:              LEGAL RESEARCH CENTER, INC.\n\n\n                    By: \/s\/ Christopher Ljungkull\n                       --------------------------------\n                       Name:  Christopher Ljungkull\n                       Title: Chief Executive Officer\n\n\n\n\nTHE COMPANY:        THE LAW OFFICE, INC.\n\n\n                    By:\n                       --------------------------------\n                       Name:\n                       Title:\n\n\nSELLERS:\n                    -----------------------------------\n                    Gordon Jones\n\n\n                    -----------------------------------\n                    Sydney Jones\n\n\n                    -----------------------------------\n                    William Harris\n\n\n                    -----------------------------------\n                    Lorie Harris\n\n\nADDITIONAL PARTY:\n                    -----------------------------------\n                    Joseph Giberson\n\n\n                                        5\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the\nday and year first above written.\n\n\nBUYER:              LEGAL RESEARCH CENTER, INC.\n\n\n                    By:\n                       --------------------------------\n                       Name:  Christopher Ljungkull\n                       Title: Chief Executive Officer\n\n\n\n\nTHE COMPANY:        THE LAW OFFICE, INC.\n\n\n                    By: \/s\/ Gordon S. Jones\n                       --------------------------------\n                       Name:  Gordon S. Jones\n                       Title: President\n\n\nSELLERS:            \/s\/ Gordon S. Jones\n                    -----------------------------------\n                    Gordon Jones\n\n                    \/s\/ Sydney J. Jones\n                    -----------------------------------\n                    Sydney Jones\n\n\n                    -----------------------------------\n                    William Harris\n\n\n                    -----------------------------------\n                    Lorie Harris\n\n\nADDITIONAL PARTY:\n                    -----------------------------------\n                    Joseph Giberson\n\n\n                                        6\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the\nday and year first above written.\n\n\nBUYER:              LEGAL RESEARCH CENTER, INC.\n\n\n                    By:\n                       --------------------------------\n                       Name:  Christopher Ljungkull\n                       Title: Chief Executive Officer\n\n\n\n\nTHE COMPANY:        THE LAW OFFICE, INC.\n\n\n                    By:\n                       --------------------------------\n                       Name:\n                       Title:\n\n\nSELLERS:\n                    -----------------------------------\n                    Gordon Jones\n\n\n                    -----------------------------------\n                    Sydney Jones\n\n                    \/s\/ William Harris\n                    -----------------------------------\n                    William Harris\n\n                    \/s\/ Loretta A. Harris\n                    -----------------------------------\n                    Lorie Harris\n\n\nADDITIONAL PARTY:\n                    -----------------------------------\n                    Joseph Giberson\n\n\n                                        7\n\n\n\n\nIN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the\nday and year first above written.\n\n\nBUYER:              LEGAL RESEARCH CENTER, INC.\n\n\n                    By:\n                       --------------------------------\n                       Name:  Christopher Ljungkull\n                       Title: Chief Executive Officer\n\n\n\n\nTHE COMPANY:        THE LAW OFFICE, INC.\n\n\n                    By:\n                       --------------------------------\n                       Name:\n                       Title:\n\n\nSELLERS:\n                    -----------------------------------\n                    Gordon Jones\n\n\n                    -----------------------------------\n                    Sydney Jones\n\n\n                    -----------------------------------\n                    William Harris\n\n\n                    -----------------------------------\n                    Lorie Harris\n\n\nADDITIONAL PARTY:   \/s\/ Joseph Giberson\n                    -----------------------------------\n                    Joseph Giberson\n\n\n                                        8\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8037],"corporate_contracts_industries":[9504],"corporate_contracts_types":[9622,9627],"class_list":["post-43688","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-legal-research-center-inc","corporate_contracts_industries-services__legal","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43688","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43688"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43688"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43688"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43688"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}