Exhibit 2.25
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 Xxxxxxx Xxxxxx & Xxxxxxxxx, Certified Public
Accountants, A Professional Corporation, a Maryland professional 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 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 and Voting
Agreement. Centerprise and the Company further agree that promptly upon
completion of the rescission offer, they will amend the Merger 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. Notwithstanding footnote 1 contained in the form of Incentive Compensation
Agreement attached to the Merger Agreement, the amount of Base Earnings to
be included in the definitive Incentive Compensation Agreement that is to
be executed and delivered at Closing by Centerprise, the Company and the
Participants named therein will be equal to the Operating Earnings (as such
term is defined in the Incentive Compensation Agreement) for the Company
for the year ended June 30, 1999, including agreed upon add-backs.
6. 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
--------------------------------
President
XXXXXXX XXXXXX & XXXXXXXXX
By: /s/ Xxxxx Xxxxxxx
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Title: ____________________________
