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TERMINATION AGREEMENT
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This Termination Agreement (the "Termination Agreement") is made and
entered into as of the 1st day of December 1997 by and among Unified Holdings,
Inc., a Delaware corporation ("Unified"), VAI Acquisition Corporation, a
Delaware corporation and wholly owned subsidiary of Unified ("Merger Sub" and,
collectively with Unified, the "Buyers"), Vintage Advisers, Inc., a Delaware
corporation ("Seller"), and Xxxxxxx X. Xxxxxxx, a stockholder of Seller
("Stockholder").
WITNESSETH:
WHEREAS, Unified, Merger Sub, Seller and Stockholder entered into that
certain Agreement and Plan of Merger dated as of May 8, 1997 (the
"Agreement"); and
WHEREAS, each of Unified, Merger Sub, Seller and Stockholder believes
that based upon events subsequent to May 8, 1997, that is in the best
interests of the parties to terminate the Agreement.
NOW THEREFORE, in consideration of the premises and the agreements
herein contained, the receipt and adequacy of which are hereby acknowledged,
pursuant to the provisions of Sections 7.01 and 7.02 of the Agreement, the
parties hereto agree that the Agreement is terminated as of the date hereof
and there shall be no liability on the part of Buyers or Seller or their
respective officers or directors except as set forth in the second sentence of
Section 5.01 and in Section 5.08 and Article 8 of the Agreement.
This Amendment may be executed in several counterparts, each of which
shall be deemed the original, but all of which together constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Termination
Agreement as of the day and year first above written.
UNIFIED HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Chairman and
Chief Executive Officer
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, President and
Chief Operating Officer
VAI ACQUISITION CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President and
Chief Executive Officer
VINTAGE ADVISERS, INC.
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, President and
Chief Operating Officer
"STOCKHOLDER"
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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