AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment (the "Amendment") is made and entered into this __day of
May, 2001 by and between PROVIDENCE CAPITAL V, INC. ("PROVIDENCE"), a Colorado
corporation with a notice address of c/o Nadeau & Xxxxxxx, P.C., 00 Xxxx Xxxxxx,
Xxxxxxxxxx, Xxxxx Xxxxxx 00000 and GS OPERATIONS CORP. ("GSOC"), a Georgia
corporation with an address of 000 X Xxxx Xxxxxx Xxxxxxx, XX 00000, amending
that certain Agreement and Plan of Merger and Reorganization (the "Plan") dated
March 29, 2001 between PROVIDENCE and GSOC.
WHEREAS, Section 1.3 of the Plan states that the merger of GSOC with and
into PROVIDENCE (the "Merger") shall be effective upon the filing of Articles of
Merger and the Plan with the Secretary of State for the State of Colorado (the
"Secretary"); and
WHEREAS, the Articles of Merger and the Plan have been filed with the
Secretary; and
WHEREAS, the parties believe it to be in their best interest to delay the
Effective Date of the Merger; and
WHEREAS, the parties have caused a notice delaying the effective date of
the Articles of Merger until July 31, 2001 to be sent to the Secretary; and
WHEREAS, the parties wish to delay the Effective Date, as defined in the
Plan, of the Merger until the effective date of the Articles of Merger.
NOW THEREFORE, in consideration of the mutual promises set forth herein,
the parties hereby agree as follows:
1--Any terms not defined herein shall have the same meaning as set forth in the
Plan.
2--Section 1.3 of the Plan is hereby amended to provide as follows:
The consummation of the transactions contemplated by this Agreement (the
"Closing") shall take place at the offices of Xxxxxx & Xxxxxxx, P.C., 0000 Xxxxx
Xxxx Xxxxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000 at 10:00 a.m. on March 29, 2001 or
at such other time and date as the parties may agree (the "Scheduled Closing
Time"). (The date on which the Closing actually takes place is referred to in
this Agreement as the "Closing Date.")
Contemporaneously with or within forty-eight (48) hours after the Closing, a
properly executed agreement of merger, together with fully executed articles of
merger (a copy of which is attached hereto as Exhibit A) conforming to the
requirements of Article 7-111 of the Colorado Business Corporation Act, and
Article 14-2-11 of the Georgia Business Corporation Code shall be filed with the
Secretary of State of Colorado (the "Secretary") and with the Secretary of State
of Georgia. The Merger shall become effective at the time such articles of
merger are declared effective by the Secretary and (the "Effective Time").
IN WITNESS WHEREOF, the parties hereto have set their hands as of this ___ day
of May, 2001.
PROVIDENCE CAPITAL V, INC.
By:_______________________________
Xxxxxxx Xxxxxx, Jr., President
GS OPERATIONS CORP.
By:_______________________________
_______________________________
