AMENDMENT NO. 2 TO STOCK REPURCHASE AGREEMENTStock Repurchase Agreement |
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Exhibit 10.5
AMENDMENT NO. 2 TO STOCK REPURCHASE AGREEMENT
This AMENDMENT NO. 2 dated as of December 1, 2006 (“ Amendment No. 2 ”) to STOCK REPURCHASE AGREEMENT entered into as of November 28, 2005 (“Stock Repurchase Agreement”), as previously amended on July 10, 2006 (“ Amended Stock Repurchase Agreement”) by and between Scientigo, Inc., a Delaware corporation (“ Scientigo ”), and Guideline, Inc., formerly known as Find/SVP, Inc., a New York corporation (“ Guideline ”).
RECITALS
A. Scientigo, TIGO Search, Inc., a Delaware corporation (“ Tigo ”), and Guideline have previously entered into that certain Transaction Agreement, dated as of the date hereof (the “ Transaction Agreement ”), pursuant to which, among other things, Guideline has been issued four hundred and ninety (490) shares of Tigo common stock, par value $0.001 per share (the “ Tigo Shares ”).
B. Scientigo and Guideline have previously agreed to amend the Amended Stock Repurchase Agreement to provide for: (i) the establishment of the time period during which Scientigo shall repurchase Tigo Shares, (ii) a revised calculation method for the Scientigo Common Stock portion of the Repurchase Payment, and (iii) the securitization of Scientigo’s and Tigo’s obligations under this Agreement pursuant to the Amended and Restated Security Agreement and executed by Scientigo and Tigo for the benefit of Guideline.
C. Scientigo, having been unable to complete successfully a financing transaction on or before October 10, 2006, did not complete its repurchase obligation on or before October 10, 2006 as required under Amendment No. 1 to the Stock Purchase Agreement.
D. Scientigo requested Guideline for an extension of time to complete its repurchase obligation and in consideration of such request made a good faith payment of $100,000 on October 26, 2006. As a result, the remaining balance due from Scientigo to Guideline is $250,000.
NOW, THEREFORE , in consideration of the above recitals and the mutual agreements and covenants set forth herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Capitalized Terms; Find/SVP, Inc, Change of Name . U
