EXHIBIT
2.3
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN
OF MERGER
THIS AMENDMENT NO 1.
TO AGREEMENT AND PLAN OF MERGER (this “Amendment
Agreement”) is made and entered into effective as of June 30,
2008, by and among Ariel Way, Inc., a Florida corporation
(“Buyer”), Lime Truck, Inc., a Delaware corporation
(formerly, Lime Truck Acquisition Corporation) (“Buyer
Sub”), Lime Media Group, Inc., a Texas corporation (formerly,
Lime Truck, Inc.) (“Company Affiliate”), Melody Mayer
(“Mayer”), Heath Hill (“Hill”) and Charles
Warren (“Warren”). Except as otherwise indicated,
defined terms used herein shall have the same meaning as set forth
in the Agreement and Plan of Merger, dated effective as of April
30, 2008 (the “Merger Agreement”), by and among the
foregoing parties and Lime Media, LLC, a Texas limited liability
company (“Lime Media”).
WITNESSETH
:
WHEREAS,
pursuant to the terms
of the Merger Agreement, Lime Media was merged (the
“Merger”) with and into Buyer Sub, and Buyer Sub became
the surviving corporation of the Merger; and
WHEREAS,
the Merger became
effective upon the filing of a Certificate of Merger by Buyer Sub
with the State of Delaware on or about May 6, 2008; and
WHEREAS,
pursuant to Section
1.7(b) of the Merger Agreement, the Buyer issued to Mayer, Hill and
Warren certain Acquisition Promissory Notes as part of the Merger
Consideration, the principal amount and interest thereunder being
due at the Second Closing, as such term is defined in Section
1.7(b) of the Merger Agreement; and
WHEREAS,
Buyer, Buyer Sub,
Company Affiliate, Mayer, Hill and Warren desire to amend certain
provisions of the Merger Agreement and its schedules to extend the
date of the Second Closing and acknowledge that, contemporaneously
herewith, certain conforming amendments are being made to the
Acquis
