Exhibit 2.2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement (the
"Amendment")
entered into on March 30, 2004, by, between
and among May and Scofield, LLC, a
Michigan limited liability company ("Buyer
1"), M&S Ohio Real Estate Holdings
LLC, a Michigan limited liability company
and a wholly-owned subsidiary of Buyer
1 ("Buyer 2," and together with Buyer 1,
the "Buyer"), Strydel, Inc., an Ohio
corporation (the "Seller"), and The Ohio
Art Company, an Ohio corporation (the
"Seller's Stockholder"). Buyer, Seller and
Seller's Stockholder are referred to
collectively herein as the "Parties."
The Parties executed an Asset Purchase Agreement dated November
29,
2004 (the "Agreement") that contemplates a
transaction in which Buyer will
purchase all of the Acquired Assets (as
defined in the Agreement) in return for
the consideration and on the terms set
forth in the Agreement.
The Parties desire to amend the Agreement as set forth in this
Amendment.
Now, therefore, in consideration of the premises and the mutual
promises herein made, and in consideration
of the representations, warranties,
and covenants herein contained, the Parties
agree as follows:
1. The definition of "Acquired Assets" set
forth in the Agreement is hereby
amended by adding to clause (xiii) of said
definition (identifying an excluded
asset from the definition of Acquired
Assets), the following:
"and any and all assets of Seller listed on Schedule 1 to the
Amendment."
2. The first sentence of Section 2(d) of
the Agreement is hereby amended and
restated in its entirety to read and
provide as follows:
"(d) Purchase Price. Buyer agrees to pay to Seller at the
Closing in
immediately available funds One Million Six Hundred Fifty
Thousand Three Hundred Forty-Five Dollars ($1,650,345.00) (the
"Purchase Price") plus the Inventory Amount and the Prepaid
Tooling
Amount."
3. Section 2(e) of the Agreement is hereby
amended and restated in its entirety
to read and provide as follows:
"(e) The Closing. The closing of the transactions contemplated
by this Agreement (the "Closing") shall take place at the
offices
