FIRST AMENDMENT
TO
MERGER AGREEMENT AND PLAN OF
REORGANIZATION
This FIRST
AMENDMENT (the “ Amendment ”) is made as of
August 29, 2008 to the Merger Agreement and Plan of
Reorganization (“ Merger Agreement ”), dated as
of June 18, 2008, by and among Cardo Medical, LLC, a
California limited liability company, clickNsettle.com, Inc., a
Delaware corporation, and Cardo Acquisition, LLC, a California
limited liability company.
The parties desire
to amend the Merger Agreement according to the terms and conditions
provided herein.
NOW
THEREFORE, in consideration of the premises and other valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
Amendment to the Articles of Organization of Surviving
Entity . The Merger Agreement is hereby amended by
replacing Section 2.5(a) in its entirety as
follows:
“
Articles of Organization of Surviving Entity . As of the
Effective Time, by virtue of the Merger and without any action on
the part of Parent, Merger Sub or Cardo, the Articles of
Organization of Cardo as in effect immediately prior to the
Effective Time shall be the Articles of Organization of Surviving
Entity until thereafter amended in accordance with the California
Act and such Articles of Organization, provided that such Articles
of Organization shall be amended to reflect that (a) Cardo
shall be member-managed and (b) CorpDirect Agents, Inc. shall
serve as the new agent for service of process.”
2.
Amendment to Parent Directors . The Merger Agreement
is hereby amended by replacing Section 6.5 in its entirety as
follows:
“ Parent
Directors . Parent shall take such action, including amending
the Parent Bylaws, as may be required to cause the number of
directors constituting Parent’s board of directors
immediately after the Closing Date to consist of seven
(7) directors. Parent shall have received the resignation of
three (3) current directors, and Parent shall take such
commercially reasonable actions as may be required to cause the
election of the Director Nominees as members of Parent’s
board of directors by the remaining members of Parent’s board
of directors to fill the vacancies created by any increase in the
size of the board and such resignations. Such resignations and
elections shall be effective upon ten (10) days after the
filing and transmission of the Information Statement pursuant to
Section 14(f) of the Exchange Act and Rule 14f-1 thereunder.
Each Director Nominee shall serve as a director for a term expiring
at Parent’s next annual meeting of stockholders following the
Closing Date and until his or her successor is elected and
qualified. “Director Nominees” means Dr. Andrew
Brooks, Mikhail Kvitnitsky, Thomas H.
