EXHIBIT 10.21
AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OF MERGER
DATED AS ▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ CONSULTING GROUP, INC.
RELATIONAL TECHNOLOGIES, INC.
AND
ALL OF THE SHAREHOLDERS OF RELATIONAL TECHNOLOGIES, INC.
WHEREAS, AnswerThink Consulting Group, Inc., a Florida corporation (the
"Purchaser"), Relational Technologies, Inc., a Georgia corporation (the
"Company"), and all of the shareholders of the Company as listed on the
signature page attached hereto (collectively the "Sellers") entered into that
certain Agreement and Plan of Merger dated as of August 1, 1997 (the
"Agreement"), as amended by that certain Amendment No. 1 to the Agreement dated
as of April 13, 1998 (the "Amendment") whereby the Company merged with and into
the Purchaser pursuant to which merger the Sellers received shares of common
stock in the Purchaser, par value $.001 per share (the "Common Stock"); and
WHEREAS, the Purchaser and the Sellers wish to amend the Agreement and
replace the Amendment as set forth herein;
NOW, THEREFORE, the Purchaser and the Sellers hereby agree as follows:
1. Replacement of the Amendment. This Amendment No. 2 to the Agreement
----------------------------
supersedes and replaces the Amendment in all respects.
2. Defined Terms. Capitalized terms used herein and not otherwise defined are
-------------
used as defined in the Agreement.
3. Section 5.10(a) (Restrictions on Transfer -- General). Section 5.10(a) of
-----------------------------------------------------
the Agreement shall be amended and restated in its entirety to read as
follows:
(a) Transfer of Purchaser Common Stock. Until the fourth anniversary
of this Agreement, no Seller shall Transfer any interest in any shares
of Purchaser Common Stock received pursuant to this Agreement, except
pursuant to (i) a Public Sale or a Sale of the Company or (ii) the
provisions of this Section 5.10.
4. Section 5.10(b) (Restrictions on Transfer -- Rights of First Refusal).
---------------------------------------------------------------------
Section 5.10(b) of the Agreement shall be deleted in its entirety.
5. Section 5.10(c) (Restrictions on Transfer -- Participation Rights).
------------------------------------------------------------------
Section 5.10(c) of the Agreement shall be deleted in its entirety.
6. Section 8.3 (Definitions). Section 8.3 of the Agreement shall be amended
-------------------------
by adding thereto the following new subsection:
(bb) "Purchaser Common Stock" means the common stock of the
Purchaser, par value $.001 per share, and any other shares of capital
stock of a corporation issued in exchange for such common stock in
connection with an exchange or combination of shares,
recapitalization, merger, consolidation or other reorganization.
7. Remaining Provisions. In all other respects, the Agreement remains
--------------------
unchanged.
8. Effective Date. This Amendment No. 2 to the Agreement shall be effective as
--------------
of the date upon which the Company signs an underwriting agreement relating to
its initial public offering.
* * * * *
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2
as of this 5th day of May, 1998.
ANSWERTHINK CONSULTING GROUP, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: President, Chief Executive Officer
and Chairman
SELLERS:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇
-----------------------------------------------
▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇, III
-----------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, III
3
