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Exhibit 2.2
AMENDMENT NO. 1
TO THE
ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT (the "Amendment")
dated as of June 9, 2000 by and among Boston Private Financial Holdings, Inc., a
Massachusetts corporation (the "Buyer"), Sand Hill Advisors, Inc., a California
corporation (the "Company"), and the stockholders of the Company named therein
(the "Purchase Agreement") is made as of this 24th day of August, 2000.
WHEREAS, the Buyer and the Company are parties to the Purchase
Agreement and desire to amend the Purchase Agreement as set forth below pursuant
to the provisions of Section 14.10 of the Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the Buyer and the Company hereby agree as follows:
1. Capitalized terms used herein and not defined shall have the
meanings ascribed to them in the Purchase Agreement, and all section references
are to the Purchase Agreement.
2. Section 1.2 of the Purchase Agreement is hereby amended by adding
the following sentence at the end thereof:
"Notwithstanding the foregoing, the number of shares of Common Stock
otherwise payable to the Company at Closing pursuant to this Section
1.2 shall be reduced by an amount equal to (x) $500,000.00 divided by
(y) the Average Trading Price, and the amount of cash otherwise payable
to the Company at Closing pursuant to this Section 1.2 shall be
increased by $500,000.00."
3. The term "Agreement" as used in the Purchase Agreement shall for all
purposes therein refer to the Purchase Agreement as amended by this Amendment.
4. Except to the extent expressly amended by the terms of this
Amendment, all of the terms and conditions of the Purchase Agreement shall
remain in full force and effect and shall apply, as applicable, to this
Amendment.
5. This Amendment may be executed in any number of counterparts, and
all such counterparts shall constitute one agreement binding on all the parties
to the Purchase Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.
BUYER: BOSTON PRIVATE FINANCIAL
HOLDINGS, INC.
By: /s/ TIMOTHY L. VAILL
----------------------------
Name: Timothy L. Vaill
Title: Chairman and Chief Executive
Officer
COMPANY: SAND HILL ADVISORS, INC.
By: /s/ GARY K. CONWAY
----------------------------
Name: Gary K. Conway
Title: President
