Exhibit
2.1
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 (this
“
Amendment
” ) dated
as of March 31, 2008 to the Agreement and Plan of Merger
referred to below by and among Sequoia Media Group, LC, a
Utah limited liability company (“ Sequoia
”), Secure Alliance Holdings Corporation, a Delaware
corporation (“ SAH
”), and SMG Utah, LC, a Utah limited liability company
and wholly owned subsidiary of SAH (“ Merger
Sub ”).
WITNESSETH:
WHEREAS, Sequoia, SAH and
Merger Sub are party to that certain Agreement and Plan of
Merger dated as of December 6, 2007 (as such agreement may be
amended, and supplemented or otherwise modified from time to
time the “ Merger
Agreement ”); and
WHEREAS, the parties hereto
desire to amend certain provisions of the Merger Agreement
pursuant to Section 10.3 of the Merger
Agreement.
NOW THEREFORE, in
consideration of the premises and for other good and valuable
consideration the receipt and sufficiency of which is hereby
acknowledged, the parties have agreed to amend the Merger
Agreement as follows:
SECTION
1. Capitalized
Terms . Capitalized terms that are not
defined in this Amendment have the respective meanings set
forth in the Merger Agreement.
SECTION
2. Amendments to
Merger Agreement . The Merger Agreement is hereby
amended as follows:
(a) All
references to the number “.5806419” in Paragraph B
of the Recitals and Article I is hereby amended and restated
to read “0.87096285”.
(b) The
definition of Reverse Stock Split in Section 2.1 is hereby
amended and restated as follows:
“ “
Reverse
Stock Split” means a 1 for 2 reverse split of
SAH Common Stock on such terms and conditions as agreed to by
the SAH Board of Directors and the Sequoia Board of Managers
and approved by the shareholders of SAH.”
(c) The
definition of SAH Distribution in Section 2.1 is hereby
amended and restated as follows:
“
“SAH
Distribution” means a cas
