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WAIVER AND AMENDMENT #1
TO
AGREEMENT AND PLAN OF
MERGER
THIS AMENDMENT #1 (this “Amendment”)
to the Agreement and Plan of Merger by and between Wentworth I,
Inc. (“Wentworth”) and AeroGrow International, Inc.
(“AeroGrow”) dated as of January 12, 2006 (the
“Merger Agreement”) is entered into as of this 31 day
of October, 2006 by and between AeroGrow, acting on its behalf and
as successor to Wentworth, and Keating Reverse Merger Fund, LLC
(“KRM Fund”).
RECITALS
A. Pursuant to Section 5.1 of the Merger
Agreement, KRM Fund was granted the right to send a representative
to meetings of the Board of Directors of AeroGrow for a period of
two years following the Closing.
B KRM Fund wishes to relinquish the right to send
such a representative.
C. Pursuant to Section 10.4 of the Merger
Agreement, KRM Fund was made a third party beneficiary to certain
provisions of the Merger Agreement.
D. Pursuant to Section 8.4 of the Merger
Agreement, the Merger Agreement may be amended if such amendment is
in writing and is signed by the parties to the Merger
Agreement.
E. AeroGrow and KRM Fund desire to amend Section
5.1 of the Merger Agreement to eliminate the rights of KRM Fund to
send a representative to meetings of the Board of Directors of
AeroGrow.
F. Capitalized terms not otherwise defined in this
Amendment shall have the meanings ascribed to such terms in the
Merger Agreement.
NOW, THEREFORE, in consideration of the
foregoing premises and other good and valuable consideration the
sufficiency of which is h
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