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 .
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