Exhibit 2.26
EXTENSION AGREEMENT
AND ACKNOWLEDGMENT
This agreement is made as of August 31, 1999 by and between Centerprise
Advisors, Inc. (formerly known as Centerpoint Advisors, Inc.), a Delaware
corporation ("Centerprise"), and Xxxxxx X. Driver Co., Inc., a Delaware
corporation (the "Company"). Centerprise and the Company are among the parties
to a Merger Agreement dated as of March 31, 1999 (the "Merger Agreement").
Capitalized terms used in this agreement shall have the meaning ascribed to such
terms in the Merger Agreement.
Centerprise and the Company desire to agree not to terminate and to clarify
certain provisions of the Merger Agreement. In connection with the transactions
contemplated by the Merger Agreement and in consideration of the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Centerprise and the
Company agree as follows:
1. Notwithstanding the provisions of Section 11.1(b)(i) and 11.1(c)(i) of the
Merger Agreement, neither the Company nor Centerprise will act to terminate
the Merger Agreement unless the Acquisition is not completed by November
15, 1999.
2. Centerprise and the Company acknowledge that BGL Capital Partners, L.L.C.
has provided the Company with its agreement to provide shares of
Centerprise Common Stock under certain circumstances. The parties agree
that Centerprise has the right to increase the number of shares of
Centerprise Common stock issued to the Company's stockholders at Closing
over the amount shown in line T on Schedule 2.1 in order to satisfy the
minimum condition set forth on Schedule 2.1. Centerprise will not issue new
shares but any shares to be delivered may be provided to Centerprise by CPA
Holdings LLC or any other Person.
3. The parties acknowledge that Centerprise intends to make a rescission offer
relating to alleged offers or sales or both made to the Company's
stockholders at or about the time of execution and delivery of the Merger
Agreement, Escrow Agreement and Voting Agreement. The parties agree that if
a Company stockholder accepts the rescission offer, such stockholder will
no longer be bound by the terms and provisions of the Merger Agreement,
Escrow Agreement and Voting Agreement. Centerprise and the Company further
agree that promptly upon completion of the rescission offer, they will
amend the Merger Agreement, Escrow Agreement and Voting Agreement to remove
as a party any Person that has accepted the rescission offer and will
negotiate in good faith to make such other changes to such agreements as
the parties may agree. If after a reasonable amount of time the parties are
unable to negotiate satisfactory amendments to the Merger Agreement, then
Centerprise and the Company will mutually agree to terminate the Merger
Agreement. If the parties are able to negotiate satisfactory amendments to
the Merger Agreement, the Company will take all action in accordance
with applicable Laws and its Organizational Documents necessary to hold a
meeting of its stockholders to consider and vote upon approval of the
Merger, the amended Merger Agreement and the other transactions
contemplated by such amended agreement.
4. The parties agree that, notwithstanding Section 7.2 of the Merger
Agreement, if the underwriters' internal sales force presentation or "road
show" for the IPO has not started by October 15, 1999, then from and after
such date, the Company may (through its authorized agents) conduct limited
discussions with potential acquirors of the Company for the sole purpose of
assessing the potential terms and conditions of an acquisition proposal
involving the Company. Notwithstanding the foregoing, the Company shall not
(i) disclose any non-public or confidential information regarding the
Company to any such third party, or (ii) enter into any agreement
(including a letter of intent or term sheet) with such third party unless
the Acquisition is not completed by November 15, 1999.
5. This agreement shall be governed by, and interpreted in accordance with the
internal laws of, the State of Illinois. This agreement may be executed via
facsimile or otherwise in two or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
agreement.
IN WITNESS WHEREOF, the parties have caused this agreement to be duly
executed as of the date first above written.
CENTERPRISE ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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President
XXXXXX X. DRIVER CO., INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Chairman, Chief Executive
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