|
EXHIBIT 2.1
FIRST AMENDMENT TO AGREEMENT AND PLAN OF
MERGER
THIS
FIRST AMENDMENT (the " Amendment ") to the Agreement and
Plan of Merger (as hereinafter defined) is entered into by and
among CPAC, Inc., a New York corporation (" Company "),
Buckingham CPAC, Inc., a Delaware corporation (" Parent "),
and Buckingham CPAC Acquisition Corp., a New York corporation and a
wholly-owned subsidiary of Parent (" Acquisition Sub ").
WHEREAS,
Parent, Acquisition Sub and Company executed an Agreement and Plan
of Merger, dated as of December 22, 2006 (the " Agreement and
Plan of Merger " or " Merger Agreement "); and
WHEREAS,
the parties have determined that it is in their mutual best
interest to amend the Merger Agreement as set forth herein.
WHEREFORE,
based on good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties hereby agree as
follows:
|
1.
|
|
All capitalized terms used herein that are not otherwise defined
herein shall have the meaning assigned to them in the Merger
Agreement.
|
|
2.
|
|
Section 1.02(a) of the Merger Agreement is hereby amended by
revising such section to read in its entirety as follows:
|
|
|
|
|
(a) The closing of the Merger (the "Closing") will take place at
10:00 a.m. on the earliest Business Day after satisfaction or
waiver of the conditions set forth in Article V (but no later than
the forty-fifth (45 th ) Business Day after satisfaction
or waiver of the conditions set forth in Article V), at the offices
of
|
|
