EXHIBIT
2.2
AMENDMENT
NO. 1 TO MERGER AGREEMENT
THIS
AMENDMENT NO. 1 TO MERGER AGREEMENT (this “ Amendment
”) is entered into as of the 15th day of December, 2005,
by and among Mark A. Taylor ,
an individual residing at 48265 Nine Mile Road Northville,
Michigan 48167 (“ Shareholder
”), Taylor Systems
Engineering Corporation , a Michigan corporation with
its principal place of business at 40800 Five Mile Road,
Plymouth, Michigan 48170 (the “ Company ”),
RedRoller,
Inc. , a Delaware corporation with its principal place
of business at 50 Day Street, South Norwalk, CT 06854 (“
Buyer
”), and RedRoller Merger Sub,
Inc. , a Michigan corporation and wholly owned
subsidiary of Buyer with its principal place of business at 50
Day Street, South Norwalk, CT 06845 (“ Merger Sub
”). Capitalized terms not otherwise defined
herein shall have the meaning given such terms in the Merger
Agreement.
RECITALS
:
WHEREAS,
Shareholder, the Company, Buyer and Merger Sub are parties to
that certain Merger Agreement entered into as of the 11
th
day of March, 2005 (the “ Merger Agreement
”); and
WHEREAS,
the Parties desire to amend and clarify certain provisions of
the Merger Agreement.
NOW,
THEREFORE, in consideration of the premises, and of the mutual
covenants, representations, warranties and conditions
contained herein, the parties hereby agree as
follows:
1.
Acknowledgement . The Parties hereby acknowledge
and agree that the Merger Agreement remains in full force and
effect as of the date hereof and that none of the Parties have
exercised their respective termination rights under Section 11.9 of
the Merger Agreement.
2.
Amendments .
(a)
Section
1.2 is hereby removed in its entirety and replaced with a new
Section 1.2 to read as follows in its entirety:
“
The
Merger . Subject to the terms of this
Agreement, upon the Closing (as hereinafter defined), a
Certificate of Merger consistent with the terms of this
Agreement and the applicable provisions of Michigan Law (the
“ Certificate of
Merger ”) shall be filed with the appropriate
governmental agency in Michigan and Merger Sub shall thereby
be merged with and into the Company (the “ Merger ”),
effective at 11:59 pm EST on December 31, 2005 (the “
Effective
Time ”), the separate corporate existence of
Merger Sub shall cease, and the Company shall continue as the
surviving corporation and wholly-owned subsidiary of
Buyer. The Company, as the surviving corporation
after the Merger, is hereinafter sometimes referred to as the
“ Surviving
Corporation .”
(b)
Section
2.1(a) is hereby removed in its entirety and replaced with a new
Section 2.1(a) to read as follows in its entirety:
“
Conversion of
Capital Stock of the Company . At the Effective Time,
each share of Company Common Stock (as defined in Section 3.6 )
outstanding immediately prior to the Effective Time shall be
canceled and extinguished and be converted automatically into
the right to receive that number of shares of Buyer common
stock, par value $.01 per share (“ Buyer Common
Stock ”), equal to the quotient obtained by
dividing 1,664,074 by the number of shares of Company Common
Stock outstanding immediately prior to the Effective
Time.”
(c)
The
fourth sentence of Section 4.4 is hereby removed in its entirety
and replaced with the following sentence:
“The
shares of Buyer Common Sto
|
