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Amendment No. 1 to Stock Purchase Agreement

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AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

This Amendment No. 1 to Stock Purchase Agreement (this "Amendment") is dated as of December 17, 1999, among Wynn's International, Inc., a Delaware corporation ("Buyer"), Goshen Rubber Companies, Inc., an Indiana corporation (the "Company"), William P. Johnson ("Johnson") and each of the other shareholders of the Company listed on the signature pages hereto (collectively with Johnson, the "Existing Shareholders") and Berkshire Taconic Community Foundation, Inc. (the "New Shareholder," and together with the Existing Shareholders, the "Shareholders").

WHEREAS, the parties (other than the New Shareholder) previously entered into that certain Stock Purchase Agreement, dated October 20, 1999 (the "Original Stock Purchase Agreement") pursuant to which Buyer agreed to purchase all of the outstanding capital stock of the Company and the Company would become a wholly owned subsidiary of Buyer;

WHEREAS, Maureen Hickey, one of the Existing Shareholders, desires to transfer certain of the Shares owned by her to the New Shareholder, and to have the New Shareholder become a party to, and be bound by, the Original Stock Purchase Agreement;

WHEREAS, in connection with the transfer of the Shares to the New Shareholder, the New Shareholder has agreed to become a party to, and to be bound by, all of the terms and provisions of the Original Stock Purchase Agreement, and the amendments thereof set forth herein, by the execution and delivery of this Amendment;

WHEREAS, the parties desire to amend the Original Stock Purchase Agreement to provide for the delivery of a promissory note for a portion of the purchase price otherwise payable at the Closing;

WHEREAS, Buyer has consented to the payment of cash bonuses to Steve Budde in an amount not to exceed $112,000 and to Jim Hartings in an amount not to exceed $75,000, and in connection with such bonus payments has agreed that the purchase price for the Shares need not be reduced by the amount of any such payments, net of the Company's expected effective tax rate for the tax period July 1, 1999 through December 31, 1999;

WHEREAS, the parties desire to provide a clean cut-off date for financial, accounting and tax purposes by providing that the results of operations through December 31, 1999 will be for the account of the Shareholders;

WHEREAS, the parties desire to amend the method of determining the final purchase price under the Original Stock Purchase Agreement to use a balance sheet date of December 31, 1999 for purposes of calculating the final purchase price;

WHEREAS, the parties desire to amend certain other provisions of the Original Stock Purchase Agreement as set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which the parties hereby acknowledge, the parties agree as follows:

1. The Existing Shareholders to the Original Stock Purchase Agreement hereby consent to the transfer of 490 Shares by Maureen Hickey to the New Shareholder, and to the New Shareholder becoming a party to the Original Stock Purchase Agreement.

2. The New Shareholder hereby becomes a party to, and agrees to be bound by, the Original Stock Purchase Agreement, as amended herein, including for such purposes making all of the representations, warranties and covenants to and for the benefit of Buyer set forth therein.

3. The parties acknowledge and agree that the New Shareholder shall be deemed for all purposes to be a Charitable Shareholder within the meaning of the third paragraph of Article II of the Original Stock Purchase Agreement. The Existing Shareholders acknowledge and agree that Schedule 6.1 to the Original Stock Purchase Agreement shall not be changed or amended as a result of the transfer of Shares to the New Shareholder.

4. The parties agree that Schedule A to the Original Stock Purchase Agreement is hereby amended and restated in its entirety as attached to this Amendment.

5. Section 1.2 of the Original Stock Purchase Agreement is hereby amended and restated to read in its entirety as follows:

"1.2 PURCHASE OF THE SHARES BY BUYER. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties and agreements herein contained, Buyer shall acquire the Shares from the Shareholders on the Closing Date. The aggregate consideration payable for all of the Shares is an amount equal to the Net Worth (as defined below) of the Company as of December 31, 1999 plus the sum of (i) $24.0 million and (ii) the adjustments set forth in this Section, if any, and in Section 1.5(c) below (the "Purchase Price").

"Net Worth" means the book value of the Company's assets less its liabilities as reflected in the Year-End Balance Sheet (as defined in Section 1.5) as determined in conformity with generally accepted accounting principles consistently applied ("GAAP"); provided, that for calculation of the purchase price for the Shares the Company shall not be required to reduce the Net Worth for the following items ..."

6. Section 1.3 of the Original Stock Purchase Agreement is hereby amended and restated to read in its entirety as follows:

"1.3 PAYMENT FOR SHARES. In full consideration of the purchase by Buyer of the Shares, Buyer shall make the following payments:

(a) Buyer shall pay to Shareholders' Agent at the Closing the Closing Payment Amount by delivery of (i) the Promissory Note, for the account of the Shareholders, and (ii) payment of the balance of the Closing Payment Amount, for the account of the Shareholders, by wire transfer of immediately available funds to a custodial account designated by the Shareholders' Agent in writing not later than three business days prior to the Closing.

(b) Buyer shall deliver to Shareholders' Agent, for the account of the Shareholders, at the Closing a promissory note of Buyer payable to the Shareholders' Agent for the account of the Shareholders in the principal amount of $6.2 million ...

(c) Buyer shall pay the Deferred Purchase Price in accordance with the provisions of Section 1.6 below."

7. Section 1.4 of the Original Stock Purchase Agreement is hereby amended and restated in its entirety as follows:

"1.4. DETERMINATION OF THE CLOSING PAYMENT AMOUNT AND DEFERRED PURCHASE PRICE. At least five business days prior to the Closing Date, the Company shall submit to Buyer a calculation setting forth the estimated closing payment amount (the "Estimated Closing Payment Amount"), together with supporting documents ..."

8. Section 1.5 of the Original Stock Purchase Agreement is hereby amended and restated in its entirety as follows:

"1.5 FINAL DETERMINATION OF PURCHASE PRICE.

(a) As soon as practicable following the Closing Date but in any event not more than 90 days after the Closing Date, Buyer or its representative shall prepare a balance sheet of the Company, dated December 31, 1999 (the "Year-End Balance Sheet"), and statements of income and retained earnings covering the period from July 1, 1999 through December 31, 1999 (the "Year-End Financial Statements").

(b) The parties expect that the December Statement of Operations will include some extraordinary items ...

(c) The Purchase Price as set forth in Section 1.2 shall be adjusted as follows ...

(d) ...

(e) Based upon the Year-End Financial Statements and the Adjusted December Statement of Operations, Buyer shall prepare a statement (the "Purchase Price Statement") ..."

9. Section 6.1(c) of the Original Stock Purchase Agreement is hereby amended to read in its entirety as follows: "(c) any tax liability of the Company or any subsidiary for any tax period ending on or prior to December 31, 1999 to the extent not reserved or provided for on the Year-End Balance Sheet;"

10. Section 9.1 of the Original Stock Purchase Agreement is hereby modified by deleting the date "November 30, 1999" in the first sentence of such section and replacing such date with the date "December 31, 1999."

11. A new Section 10.17 is hereby added to the Original Stock Purchase Agreement which reads in its entirety as follows: "10.17. December 1999 Results. The Shareholders and Buyer agree that the results of operations of the Company up to and including December 31, 1999 shall be for the account of the Shareholders."

12. All terms used in this Amendment without definition shall have the meanings given those terms in the Original Stock Purchase Agreement.

13. Except as expressly modified herein, the Original Stock Purchase Agreement shall remain in full force and effect in accordance with its original terms.

14. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15. This Amendment shall be governed by the laws of the State of Indiana.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed on the date first written above.

Signatures

Goshen Rubber Companies, Inc., an Indiana corporation

By:

Name:

Title:

Wynn's International, Inc., a Delaware corporation

By:

Name:

Title:

New Shareholder

Berkshire Taconic Community Foundation, Inc.

By:

Name:

Title:

Additional Shareholder Signature

William P. Johnson

Signature:

Toni T. Johnson

Signature:

Flying J. Company, LLP

By:

Name:

Title:

Additional shareholder signature pages continue below:

Randall Delron & Margaret Ann Shirley Family Limited Partnership

By:

Name:

Title:

The Mennonite Foundation

By:

Name:

Title:

Margaret Johnson Shirley

Signature:

Phillip Johnson

Signature:

Phillip Johnson, as custodian

Signature:

Maureen J. Hickey

Signature:

Paul J. Hickey

Signature:

William J. Hickey

Signature:

Elizabeth M. Hickey

Signature:

John P. Hickey

Signature:

Margaret Hickey (Grant)

Signature:

University of Notre Dame

By:

Name:

Title:

St. John the Evangelist Catholic Church

By:

Name:

Title:

Ducks Unlimited

By:

Name:

Title:

Acknowledgments

I acknowledge that the terms of this Amendment are binding upon execution.

I acknowledge Indiana governing law applies.

Notes

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What Amendment No. 1 to Stock Purchase Agreement Means

Amendment No. 1 to Stock Purchase Agreement is a formal written modification to an existing stock purchase agreement that alters specific terms such as purchase price, number of shares, closing date, representation schedules, escrow arrangements, or post-closing covenants. It references the original agreement by date and parties, states which provisions are changed, and confirms that all other terms remain in effect. The amendment must be signed by authorized representatives of the parties and should include an effective date, signatures, and any conditions precedent required for the amended provisions to take effect.

Why Using an Amendment No. 1 Matters

Use Amendment No. 1 to Stock Purchase Agreement to document negotiated changes without redrafting the entire contract. It preserves the original agreement's structure, creates a clear record of agreed modifications, reduces ambiguity during closing, and ensures successors and third parties see the governing terms.

Why Using an Amendment No. 1 Matters

Who Typically Prepares and Signs This Amendment

Common users include corporate counsel, buyers, sellers, and transaction counsel who negotiate or approve contractual amendments.

  • Buy-side counsel: review purchase price, closing conditions, and indemnity obligations before signing.
  • Sell-side management: confirm authority to amend, share issuance mechanics, and escrow adjustments.
  • Lenders and investors: verify covenant impacts, lien priorities, and consent requirements.

Smaller companies may use outside counsel or experienced managers when amendments affect governance or tax reporting obligations.

Essential Components to Include in Amendment No. 1

Core components of Amendment No. 1 to Stock Purchase Agreement clarify which original provisions change, identify parties, set the effective date, and state whether other provisions remain in force.

Parties

List full legal names and entity types for each party, include business addresses and corporate identifiers to ensure matching with the original agreement and to avoid ambiguity in who is bound by the amendment.

Recitals

Briefly reference the original stock purchase agreement date and a concise statement of why the amendment is necessary, providing context for the changes and preserving the transaction history.

Amended Terms

Specify exact language to be added, removed, or revised with clause references and redline excerpts where possible to show precise contractual impact and minimize interpretive ambiguity.

Consideration

Document any adjusted purchase price, share issuance, cash or noncash consideration, payment schedules, and tax treatment allocations to avoid future disputes or reporting errors.

Conditions

State any conditions precedent to the amendment taking effect, including regulatory approvals, third-party consents, or closing deliverables, and set deadlines for satisfaction.

Execution

Include signature blocks with printed names, titles, dates, and spaces for notary acknowledgement or witness signatures if required by state law or company bylaws.

Stepwise Process to Prepare and Execute the Amendment

Follow these steps to complete Amendment No. 1 to Stock Purchase Agreement accurately and reduce post-signing disputes.

  • 01
    Review Original: Confirm referenced agreement date and clause numbers.
  • 02
    Draft Changes: Insert precise amended language with clause citations.
  • 03
    Obtain Consents: Get required third-party and lender approvals in writing.
  • 04
    Execute: All authorized signatories sign and date the amendment.

How to Configure an Online Signing Workflow

Configure an online workflow to route the amendment for review, signatures, and archival using eSignature platform settings.

Field Configuration
Signer Order Set sequential or parallel signing order.
Authentication Choose email, SMS code, or KBA verification.
Conditional Fields Show fields only after triggering answers.
Document Retention Automatically save signed PDF and audit trail.

Common Destinations After Execution

Typical routing for Amendment No. 1 includes corporate record filing, delivery to counterparties, tax reporting recipients, and escrow agents where applicable.

  • Corporate Records: File with company minute book and corporate records custodian.
  • Counterparty: Send executed amendment copy to each original party.
  • Tax Filers: Provide to tax advisors and include in year-end reporting.
  • Escrow Agent: Deliver updated escrow instructions when escrow terms change.

Distribution and eSubmission Considerations

Digital delivery supports email, secure links, and API-based distribution; choose methods that preserve the audit trail and consent records.

  • File Formats: PDF/A, DOCX, or flattened PDF.
  • Integrations: Salesforce, NetSuite, Microsoft 365 supported.
  • Authentication: Email link, SMS code, or two-factor.

Key Dates and Processing Expectations

Key dates for Amendment No. 1 include the effective date, deadlines for approving parties, filing for record, and any tax reporting triggers.

Effective Date:

Date amendment takes effect; determines rights and obligations.

Board Approval Deadline:

Date by which board or shareholder approvals must be obtained.

Filing for Recording:

Real estate or securities filings required within jurisdictional deadlines.

Tax Reporting Cutoff:

Provide revised reporting to tax advisors before year-end filings.

Escrow Release Date:

Date escrow agent releases funds or shares per updated instructions.

Common Preparation Errors to Avoid

  • Failing to reference the original agreement by date and section can create conflicting interpretations that undermine enforceability and lead to costly disputes.
  • Using ambiguous language for amended terms—such as 'adjust amount as necessary'—leaves open scope for disagreement over measurement and timing of adjustments.
  • Not obtaining required third-party or lender consents prior to execution may render the amendment voidable or trigger default provisions under related agreements.
  • Neglecting to update corporate records, stock ledgers, and tax reporting after amendment execution can cause transfer failures and tax penalties.

Potential Legal and Financial Risks

Contractual Breach: Damages or specific performance remedies.
Tax Consequences: Withholding or reporting penalties.
I-9/Payroll Impact: Employment verification mismatches.
Escrow Disputes: Delayed release or litigation.
Board Liability: Fiduciary breach exposure.
Late Filing Penalty: Potential IRS penalties.

Required Information and Form Fields Overview

Effective Date: Enter as MM/DD/YYYY format.
Parties' Names: Enter full legal entity names.
Number of Shares: Specify exact share count and class.
Purchase Price: Total consideration in U.S. dollars.
Adjustments: Describe escrow, earnout, or tax terms.
Signatures: Include authorized signers and dates.

eSignature Vendor Comparison for Executing Amendments

Compare common eSignature vendor features relevant to executing Amendment No. 1; signNow is listed first for pricing and compliance clarity.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Amendments and eSignatures

Answers to frequent questions about executing, validating, and storing Amendment No. 1 to Stock Purchase Agreement, including e-signature, notarization, and recordkeeping concerns.


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