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Exhibit 2.1
AMENDMENT NO. 1 TO MERGER
AGREEMENT
THIS
AMENDMENT NO. 1 TO MERGER AGREEMENT (this “ Amendment
”), dated as of May __, 2008 and effective as of February 29,
2008, by and among MONARCH INVESTMENT PROPERTIES, INC., a Nevada
corporation (the “ Company ”), and ALL AMERICAN
HOME PRODUCTS, LLC, a Florida limited liability company (“
AAHP ”).
WHEREAS,
the Company and AAHP entered into an Agreement and Plan of Merger
Agreement (the “ Agreement ”), dated as of
December 18, 2007, pursuant to which AAHP is to be merged with and
into the Company with the Company as the surviving
entity.
WHEREAS,
the Company and AAHP wish to amend certain provisions of the
Agreement as set forth herein;
NOW,
THEREFORE, for and in consideration of the mutual promises and
covenants other agreements contained in this Amendment the Company
and AAHP hereby agree to amend the Agreement as follows:
1.
Defined Terms; Conflicting Documents . All
capitalized terms used but not defined herein shall have the
meaning set forth in the Agreement. In the event of any conflict
between the Agreement and this Amendment, this Amendment shall
prevail and govern.
2.
Amendment to Section 2.1: Conversion of Membership
Interests . The first sentence of subsection (a) of Section
2.1 of the Agreement is deleted in its entirety and replaced with
the following new first sentence:
“(a) Each unit
of outstanding membership interest of AAHP (the “
Membership Interests ”) shall be converted into and
become one (1) fully paid and non-assessable share of common stock,
par value $0.001 per share, of the Surviving Corporation (the
“ Company Common Stock ”).”
3.
Amendment to Section 7.1: Termination . Section
7.1(b) of the Merger Agreement is hereby deleted in its entirety
and replaced with the following new Section 7.1(b) and a new
Section 7.1(c) is added immediately thereafter with each of the
original Sections 7.1(c-e) being renumbered accordingly as Sections
7.1(d-f), respectively:
“(b) by the
Company only, if the Closing has not occurred prior to the close of
business on or before the day that is thirty (30) days after the
Company has filed its definitive Information Statement with the
SEC; provided that upon termination of this Agreement pursuant to
this Section 7.1(b) AAHP shall be obligated to pay all costs
incurred by the Company relating to the proposed Merger, either
direct or indirect, and including but not limited to the obligation
of AAHP to assume and pay the liabilities described in Section 1.7
above, which payment shall be due on or before the day that is
thirty (30) days after the Agreement is so terminated by the
Company; provided further, that, AAHP
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