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EXHIBIT 2.5
AMENDMENT AGREEMENT
TO
STOCK PURCHASE AGREEMENT,
AGREEMENT OF PLAN AND MERGER,
AND
ESCROW AGREEMENT
THIS AGREEMENT, made and entered into this 18th day of September,
1995, by and among CHANNEL AMERICA TELEVISION NETWORK, INC., a Delaware
corporation ("Company"), having offices located in Darien, Connecticut, EVRO
CORPORATION, a Florida corporation ("Purchaser"), with its principal place of
business located in Tampa, Florida, and SCOLARO, SHULMAN, XXXXX, XXXXXX &
XXXXXXXX, P.C., a New York professional corporation ("Escrow Agent"), with its
principal place of business located in Syracuse, New York.
W I T N E S S E T H :
WHEREAS, the parties hereto have entered into a certain Stock Purchase
Agreement dated July 13, 1995 ("Stock Purchase Agreement");
WHEREAS, the parties hereto have entered into a certain Agreement and
Plan of Merger dated July 13, 1995 ("Merger Agreement");
WHEREAS, the parties hereto have entered into a certain Escrow
Agreement dated July 13, 1995 ("Escrow Agreement"); and
WHEREAS, the parties hereto desire to amend the Stock Purchase
Agreement, Merger Agreement and Escrow Agreement by and among the parties.
NOW, THEREFORE, in consideration of the foregoing, the covenants,
agreements, conditions and promises hereinafter set forth, the sum of One
Dollar ($1.00) each paid to the other in hand, and other good and valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Initial Cash Payment. The parties hereto have agreed to amend
Paragraph "2(a)(i)" of the Stock Purchase Agreement, Paragraph "5.1(c)" of the
Merger Agreement, and Paragraph "3(a)(i)" of the Escrow Agreement as follows:
"The Six Hundred Thousand Dollar ($600,000.00) initial cash
payment shall be paid in three (3) equal installments of Two
Hundred Thousand Dollars ($200,000.00) as follows: (1) the
first
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such installment payment shall be due and payable upon the
signing of this Agreement, (2) the second installment of Two
Hundred Thousand Dollars ($200,000.00) shall be payable four
(4) weeks subsequent to the initial installment, and (3) the
third installment of Two Hundred Thousand Dollars
($200,000.00) shall be payable two (2) weeks subsequent to the
payment of the second installment payment. Upon the execution
of this Agreement and the payment of the first installment of
Two Hundred Thousand Dollars ($200,000.00), the Stock Purchase
Agreement, the Merger Agreement and the Escrow Agreement shall
be binding upon the parties hereto, their successors and
assigns. Upon the execution of this Agreement and the payment
of the first installment of Two Hundred Thousand Dollars
($200,000.00), the parties hereto acknowledge and affirm the
duties and obligations of the Stock Purchase Agreement, Merger
Agreement and Escrow Agreement."
"If the Purchaser defaults on any of the installments provided
for herein, the Purchaser shall have one (1) week to cure such
default. If the Purchaser does not cure in a timely manner,
then in that event this Agreement shall be voidable by the
Company. It the Company elects to treat this Agreement as
null and void, it shall do so by written notification to the
Purchaser and the payments already received by the Company
shall be immediately converted to a twelve (12) month, eight
percent (8%) interest-bearing promissory note."
2. New Paragraph. The parties hereto have agreed to amend the
Stock Purchase Agreement by adding the following new Subparagraph which shall
be numbered "12(m)", the Merger Agreement shall be amended by adding the
following new Subparagraph which shall be number "11.11", and the Escrow
Agreement shall be amended by adding the following Paragraph which shall be
numbered "11":
"Receipt of Funds. Notwithstanding anything to the contrary
contained herein, this Agreement shall not be effective until
the Company has verified the receipt of the initial Two
Hundred Thousand Dollar ($200,000.00) cash payment provided
for herein."
3. The parties hereto have agreed to amend Paragraph "5.1(a)" of
the Plan and Agreement of Merger to provide for the following to be added at
the end of Subpapagraph "5.1(a)":
"Notwithstanding anything to the contrary contained herein, except
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as provided for below, in no event shall the Company, as an
result of the conversion of Series H convertible preferred
stock, receive more than Three Million (3,000,000) shares of
the Purchaser's restricted common stock, provided however, if
as of December 31, 1995, the market price of the Purchaser's
publicly traded shares is less than Two Dollars ($2.00) per
share, the Company shall be entitled to receive, on a pro-rata
basis, a sufficient number of additional shares of the
Purchaser's common stock to make up for the shortfall."
4. The parties hereto have agreed to amend Subparagraph
"3(a)(iii)" to provide as follows:
"(iii) A sufficient number of the Purchaser's Series H
convertible preferred stock which upon conversion into the
Purchaser's common stock shall be equal to Six Million Dollars
($6,000,000.00) worth of Purchaser's restricted common stock
as required by the Agreement, provided however, that
notwithstanding anything to the contrary contained in the
Agreement, in no event, except as provided for below, shall
the Company, as a result of the conversion of the Series H
convertible preferred stock, receive more than Three Million
(3,000,000) shares of the Purchaser's restricted common stock.
If, as of December 31, 1995, the market price of the
Purchaser's publicly-traded shares is less than Two Dollars
($2.00) per share, the Company shall be entitled to receive,
on a pro-rata basis, a sufficient number of additional shares
of the Purchaser's restricted common stock to make up for the
shortfall."
5. Restriction of Shares. The parties hereto agree to hold in
escrow for a period of one (1) year the shares of Purchaser which are to be
issued to the shareholders of the Company upon the shares being registered with
the Securities and Exchange Commission pursuant to Paragraphs "2.2" and
"5.1(a)" of the Merger Agreement. These shares shall remain in escrow for a
period of one (1) year prior to the distribution and delivery to the Company's
Shareholders.
6. Amendment. This Agreement may be amended, modified, or
supplemented only by instrument in writing executed by all the parties hereto.
7. Assignment. Neither this Agreement nor any right created
hereby or in any agreement entered into in connection with the transactions
contemplated hereby shall be assignable by any party hereto without the written
consent of the party not seeking assignment.
8. Parties In Interest: No Third Party Beneficiaries. Except as
otherwise provided
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herein, the terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective heirs, legal representatives, successors
and assigns of the parties hereto. Neither this Agreement nor any other
Agreement contemplated hereby shall be deemed to confer upon any person not a
party hereto or thereto any rights or remedies hereunder or thereunder.
9. Entire Agreement. This Agreement, the Stock Purchase
Agreement, the Merger Agreement, and the Escrow Agreement (collectively
"Original Documents") constitute the entire agreement of the parties regarding
the subject matter hereof, and supersede all prior agreements and
understandings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof. Notwithstanding anything to the contrary
contained herein, unless this Agreement specifically amends a provision
contained in the Original Documents, the terms and conditions of the Original
Documents shall remain in full force and effect.
10. Severability. If any provision of this Agreement is to be
illegal, invalid or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the illegal,
invalid or unenforceable provision or by its severance herefrom. Furthermore,
in lieu of such illegal, invalid or unenforceable provision, there shall be
added automatically as part of this Agreement a provision as similar in terms
to such illegal, invalid, or unenforceable provision as may be possible and be
legal, valid and enforceable.
11. Governing Law. This Agreement and the rights and obligations of
the parties shall be governed by and construed and enforced in accordance with
the substantive laws of the State of Florida.
12. Captions. The captions in this Agreement agree for convenience
or reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.
13. Confidentiality; Publicity and Disclosures. Each party shall
keep this Agreement and its terms confidential, and shall make no press release
or public disclosure, either written or oral, regarding the transactions
contemplated by this Agreement without the prior knowledge and consent of the
other parties hereto; provided that the foregoing shall not prohibit any
disclosure (i) by press release, filing or otherwise that is required by
federal securities laws, and (ii) to attorneys, accountants, investment bankers
or other agents of the parties assisting the parties in connection with the
transactions contemplated by this Agreement. In the event that the
transactions contemplated hereby are not consummated for any reason whatsoever,
the parties hereto agree not to disclose or use any confidential information
they may have concerning the affairs of the other parties, except for
information that is required by law to be disclosed.
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14. Expenses. Except as otherwise specifically provided in this
Agreement, each party shall pay its own legal and other expenses related to the
consummation of the transactions contemplated in this Agreement.
15. The parties hereto further agree that the payment contemplated
in Subparagraph "6.(1)(i)" to Xxxxxxxxx & Company, Inc., shall be due and
payable out of the final Two Hundred Thousand Dollar ($200,000.00) installment
and not the initial installment.
16. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. Execution and delivery
of this letter by exchange of facsimile copies bearing facsimile signature of a
party shall constitute a valid and binding execution and delivery of this
Agreement. Such facsimile copies shall constitute enforceable original
documents.
IN WITNESS WHEREOF, this Agreement has been executed effective as of the
date first above written by parties hereto.
CHANNEL AMERICA TELEVISION NETWORK, INC.
By: /s/Xxxxx X. Post
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Xxxxx X. Post, Chairman
EVRO CORPORATION
By: /s/Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President and Chief Executive Officer
SCOLARO, SHULMAN, XXXXX, XXXXXX & XXXXXXXX, P.C.
By: /s/Xxxxxxx X. Xxxxx
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