Exhibit 2.07
EXTENSION AGREEMENT
THIS EXTENSION AGREEMENT (this "Extension") is executed effective October
1, 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 shall occur on October 1, 1999; and
WHEREAS, the parties desire to delay 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
originally constituted is rescinded in its entirety and from and after the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 December
15, 1999, 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Agreement as originally constituted is rescinded in its entirety and from and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, December 15, 1999 (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"Termination Date"), this Agreement shall be rescinded in its entirety and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/ [ILLEGIBLE] 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.
------------------------- -------------------------------------
Witness Xxxxxxx X. XxXxxxx, Xx.
/s/ [ILLEGIBLE] /s/ Xxxxxx X. XxXxxxx
------------------------- -------------------------------------
Witness Xxxxxx X. XxXxxxx
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