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EXHIBIT 2.2
B.H.I.T. Inc.
Greg Smith and
Andy C. Lewis
2016
Kingspointe Drive
Chesterfield,
Missouri 63005
Re:
Proposed Amendment to Purchase Agreement
This letter
agreement (“ Letter Agreement ”) amends the
stock purchase agreement, dated May 28, 2009, as amended from time
to time (the “ Purchase Agreement ”), by
and among B.H.I.T. Inc. (“ BHIT ”), The Wood
Energy Group, Inc., a Missouri corporation (“Wood”),
and Stephanie G. Smith and Greg Smith, trustees of the Stephanie G.
Smith Trust U/A dated December 20, 1995, as amended, and Andy C.
Lewis (“Sellers”). Capitalized terms used but not
defined in this Letter Agreement have the meanings assigned to them
in the Purchase Agreement.
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Extension of
Closing Date . The Closing shall be on or before
September 4, 2009, assuming all conditions precedent to the Closing
under the Purchase Agreement have been satisfied or waived. The
parties intend the Closing Date to be effective as of August 31,
2009.
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Purchase
Shares. The
price used to calculate the number of shares to be issued to
Sellers pursuant to Section 2.2(e) of the Purchase Agreement shall
be $0.30 a share, or an aggregate of 3,333,334 shares of
Purchaser’s common stock.
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Preliminary
Working Capital Adjustment. Section 2.2(a)(iii) of the Purchase Agreement is
hereby replaced in its entirety with the following:
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Sellers shall
provide to Purchaser a preliminary closing date balance sheet as of
a date not earlier than three business days prior to the Closing
Date (the “ Preliminary Closing Balance
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