EXHIBIT 2.08
SECOND EXTENSION AGREEMENT
THIS SECOND EXTENSION AGREEMENT (this "Extension") is executed effective
December 15, 1999, by and between Xxxxxxxxxx.xxx, Inc., a Nevada corporation
("Xxxxxxxxxx.xxx") and Xxxxxxx X. XxXxxxx, Xx. and Xxxxxx X. XxXxxxx who are
residents of Nashville, Tennessee (together, the "Shareholders").
R E C I T A L S
WHEREAS, on June 23, 1999, the Shareholders and Xxxxxxxxxx.xxx entered
into that certain agreement (the "Stock Purchase Agreement") under the terms
of which the Shareholders agreed to sell and convey, and Xxxxxxxxxx.xxx
agreed to purchase and receive, all of the Shareholders' shares of capital
stock in Display Arts Inc., a Tennessee Corporation, under terms therein
provided (the "Stock Sale");
WHEREAS, pursuant to Section 2.01 of the Stock Purchase Agreement, the
Closing of the Stock Sale was to occur on October 1, 1999;
WHEREAS, pursuant to an Extension Agreement executed by the parties
effective October 1, 1999, the Closing of the Stock Sale was extended to
December 15, 1999; and
WHEREAS, the parties desire to extend further the Closing of the Stock
Sale as herein provided.
NOW, THEREFORE, in consideration of the premises and their mutual
agreement, the parties agree as follows:
1. CLOSING DATE. Section 2.01 of the Stock Purchase Agreement, as
amended, is rescinded in its entirety and from and after the effective date
hereof Section 2.01 shall be as follows:
2.01 CLOSING DATE. The closing of the purchase and sale of the
Display Arts Stock hereunder (the "Closing") shall be held at the
offices of Display Arts' attorney, D. Xxxxxxxxx Xxxxxxx, at 12:00 noon
on January 31, 2000, or at such other time and place upon which
Xxxxxxxxxx.xxx and the Shareholders may agree in writing (the "Closing
Date"). The parties may by written agreement extend the Closing to a
subsequent date and time.
2. TERMINATION OF AGREEMENT. Section 2.03C of the Stock Purchase
Agreement, as amended, is rescinded in its entirety and from and after the
effective date hereof Section 2.03C shall be as follows:
C. TERMINATION OF AGREEMENT. Notwithstanding anything herein to
the contrary, it is a material condition of this Agreement that unless
the Closing occurs on or before 12:00 o'clock noon, January 31, 2000
(the "Termination Date"), this Agreement shall be rescinded in its
entirety and thereafter each of the parties shall have no further
obligation to the
other party, including reimbursement of any expenses incurred by such
other party in connection with this Agreement, with the exception of the
provisions hereunder concerning the return of confidential information
and the ongoing obligations recited hereunder imposed upon the parties
not to disclose such confidential information. The parties may by
written agreement extend the Termination Date. TIME IS OF THE ESSENCE
WITH RESPECT TO THE PROVISIONS OF THIS SUBSECTION 2.03C.
WITNESS the due execution of this Extension by the parties hereto as of
the date first set forth above.
Xxxxxxxxxx.xxx, Inc.
/s/ S. R. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx, Xx.
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Witness Xxxxx X. Xxxxxxx, Xx.
Chairman of the Board and
Chief Executive Officer
Shareholders:
/s/ illegible /s/ Xxxxxxx X. XxXxxxx, Xx.
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Witness Xxxxxxx X. XxXxxxx, Xx.
/s/ illegible /s/ Xxxxxx X. XxXxxxx
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Witness Xxxxxx X. XxXxxxx
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