|
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 Term
|
