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EXHIBIT 10.25
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This First Amendment to Agreement and Plan of Merger (this "Amendment")
is entered into as of this _____ day of March, 1998, by and between among
TEKGRAF, INC., a Delaware corporation ("Purchaser"), TEKGRAF SUB III, INC., a
Georgia corporation ("Acquisition Sub"), NEW ENGLAND COMPUTER GRAPHICS, INC., a
Massachusetts corporation (the "Company"), and the shareholders set forth on the
signature page of this Agreement (the "Company Shareholders").
W I T N E S S E T H:
WHEREAS, the parties hereto have executed that certain Agreement and
Plan of Merger, dated as of March 25, 1998 (the "Merger Agreement"); and
WHEREAS, the parties have agreed to amend certain provisions of the
Merger Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises set forth above, and
the mutual covenants herein contained, Owner and Manager hereby agree as
follows:
1. The first sentence of Section 1.2(e) of the Merger Agreement is
hereby deleted in its entirety and the following is inserted in lieu thereof:
"At and as of the Effective Time, in consideration for the Capital
Stock and in full payment therefor, each Company Share shall be
converted into the right to receive its pro rata share of (i) Four
Hundred Fifteen Thousand Dollars ($415,000.00) (the "Cash
Consideration") and (ii) an aggregate of 265,000 shares of Purchaser
Common Stock (the "Equity Consideration," together with the Cash
Consideration, hereinafter referred to collectively as the "Purchase
Price"), subject to the adjustments to the Purchase Price set out in
Section 1.3."
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2. Section 1.3(b)(iii) of the Merger Agreement is hereby deleted in its
entirety and the following is inserted in lieu thereof:
"(iii) In addition to any adjustments made pursuant to subsections (i)
and (ii) above, if the Actual Pre-Tax Profit for the Year (or for the
Alternative Year, if applicable) exceeds $500,000, the Purchase Price
shall be increased by either cash or the number of Purchaser Shares
determined by the following formula (the "Profit Surplus Adjustment"):
(Actual Pre-Tax Profit/$500,000 x 400,000) - 400,000
The cash or the number of Purchaser Shares required for the Profit
Surplus Adjustment shall be transferred to Company Shareholders within
three business days after the final determination of the amount of such
Profit Surplus Adjustment. The determination as to whether the Profit
Surplus Adjustment shall be paid in cash or in Purchaser Shares shall
be made by Purchaser in its sole discretion. In no event, however,
shall the Purchase Price be increased pursuant to this Profit Surplus
Adjustment by more than either $200,000 or 40,000 Purchaser Shares, as
the case may be (the "Adjustment Ceiling")."
3. The first sentence of Section 1.3(e) of the Merger Agreement is
hereby deleted in its entirety and the following is inserted in lieu thereof:
"Each Company Shareholder shall escrow twenty-five percent (25%) of the
Equity Consideration (the "Escrowed Shares") and the Company
Shareholders shall collectively escrow $75,000 of the Cash
Consideration (the "Escrowed Cash"), to be subject to redistribution by
Purchaser and Acquisition Sub in the circumstances described in this
Section 1.3."
4. The first sentence of Section 5.6 of the Merger Agreement is hereby
deleted in its entirety and the following is inserted in lieu thereof:
"Each Company Shareholder shall escrow twenty-five percent (25%) of the
Purchaser Common Stock to be
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issued to such Company Shareholder to be available for distribution to
Purchaser in the event of an Indemnified Claim not paid in cash by the
Indemnifying Party."
5. Except as herein modified, the Merger Agreement shall remain in full
and effect and the Merger Agreement, as so modified, is hereby ratified and
affirmed in all respects.
6. This Amendment may be executed in counterparts, each of which shall
constitute an original and all of which together shall constitute one and the
same original.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Agreement and Plan of Merger as of the day and year first
hereinabove written.
"Purchaser"
TEKGRAF, INC.
By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx
President
Address: 0000 Xxxxxxx Xxxxx,
Xxxxx X
Xxxxxxxx, Xxxxxxx 00000
"Acquisition Sub"
TEKGRAF SUB III, INC.
By: /s/Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Chairman of the Board
Address: 0000 Xxxxxxx Xxxxx,
Xxxxx X
Xxxxxxxx, Xxxxxxx 00000
By: /s/ Xxx Xxxxxx
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Secretary
[Signatures continued on next page.]
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"Company"
NEW ENGLAND COMPUTER GRAPHICS, INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
Address:
By: /s/ Xxxxx Xxxxxx
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Secretary
"Company Shareholders"
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Address:
By: /s/ A. Xxxxxx Xxxxxxxxx
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A. Xxxxxx Xxxxxxxxx
Address:
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Address:
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
Address:
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Address:
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Address:
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Address:
