Exhibit 10.11
FIRST AMENDMENT TO OPTION
AGREEMENT TO PURCHASE STOCK
THIS FIRST AMENDMENT TO OPTION
AGREEMENT TO PURCHASE STOCK (this “ Amendment ”)
is made and entered into as of December 21, 2005, by and
between TRANSCEND SERVICES, INC., a Delaware corporation (the
“ Company ”), and SUSAN McGROGAN, an individual
resident of the State of Florida (“ McGrogan
”).
RECITALS :
WHEREAS, the Company and McGrogan
have previously entered into that certain Option Agreement to
Purchase Stock dated as of August 15, 2005 (the “
Option Agreement ”); and
WHEREAS, the parties hereto wish to
amend the terms of the Option Agreement as more fully set forth
below.
NOW, THEREFORE, for and in
consideration of the premises and agreements contained herein, and
other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the parties hereto
covenant and agree as follows:
1. Definitions . Capitalized
terms used and not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Option
Agreement.
2. Article I of the Option Agreement
is hereby amended by deleting such article in its entirety and
replacing such article with the following (it being acknowledged
that Option #1 has already been exercised):
“The Company hereby
irrevocably grants to McGrogan five (5) options (each an
“Option” and collectively
“Options” ) to purchase shares of the Stock in
accordance with the schedule set forth below and subject to the
conditions set forth in this Agreement. The number of shares of
Stock to be acquired upon the exercise of each Option is determined
in Article V below.
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Effective Date
of Exercise
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Notice Period Commencement
Date
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Total
Exercise
Price
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Cash
Consideration
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Amount
Applied in
Reduction of
Note
Principal
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Option #1
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August 15,
2005
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immediately
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$
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200,000
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$
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100,000
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$
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100,000
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Option #2
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December 26,
2005
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December 15,
2005
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$
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300,000
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$
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0
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$
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300,000
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Option #3
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February 15,
2006
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February 1,
2006
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$
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100,000
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$
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100,000
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$
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0
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Option #4
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August 15,
2006
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August 1,
2006
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$
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100,000
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$
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100,000
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$
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0
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Option #5
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February 15,
2007
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January 31,
2007
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$
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100,000
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$
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100,000
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$
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0
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”
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3. Article II of the Option Agreement is hereby
amended by deleting such article in its entirety and replacing such
article with the following:
“The total exercise price for
all shares acquired for each Option (the “Exercise
Price” ) shall be as set forth in Article I above. The
Exercise Price for each Option shall be comprised of the following:
(i) cash in the amount, if any, set forth in Article I above
as “Cash Consideration” with respect to the applicable
Option (the “Cash Portion” ) which Cash Portion,
if applicable, shall be payable in immediately available funds on
the Effective Date of Exercise and (ii) a reduction in the
outstanding principal balance of the Note by the amount, if any,
set forth in Article I above as “Amount Applied in Reduction
of Note Principal” with respect to the applicable
Option.”
4. Exercise of Option #2: By
executing this Amendment, McGrogan hereby expresses her intent to
exercise Option #2 set forth in Article I above in accordance with
the terms and pro
