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EXHIBIT 2.19
AMENDMENT NO. 1 TO MERGER AGREEMENT
AMENDMENT, dated as of May 20, 1998, by and among Office
Centre Corporation, a Delaware corporation, Office Centre Georgia, a Delaware
corporation, Georgia Impressions, Inc., a Georgia corporation, Xxxxxxx Xxxxxxx
and Xxxxxx Xxxx.
W I T N E S S E T H :
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WHEREAS, the parties hereto are parties to that certain merger
agreement, dated as of April 23, 1998 (the "Original Agreement"); and
WHEREAS, the parties desire to amend the Original Agreement in
accordance with the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. EXHIBIT 7.2(b)(i) - XXXXXXX XXXXXXX. Section 3(c) of
Exhibit 7.2(b)(i) to the Original Agreement with respect to Xxxxxxx Xxxxxxx is
hereby deleted in its entirety and replaced with the following:
"Transferable (subject to federal and state securities law
restrictions) stock options for 25,000 shares (after giving
effect to any reverse stock split of the Company's shares of
Common Stock), exercisable at the initial public offering
price of the Company, for a period of 10 years from the date
of grant, which vest ratably over a three year period. Other
stock options may be granted yearly in the discretion of the
Company's Compensation Committee and approved by the Board of
Directors of the Company."
2. EXHIBIT 7.2(b)(i) - XXXXXX XXXX. Section 3(c) of Exhibit
7.2(b)(i) to the Original Agreement with respect to Xxxxxx Xxxx is hereby
deleted in its entirety and replaced with the following:
"Transferable (subject to federal and state securities law
restrictions) stock options for 25,000 shares (after giving
effect to any reverse stock split of the Company's shares of
Common Stock), exercisable at the initial public offering
price of the Company, for a period of 10 years from the date
of grant, which vest ratably over a three year period. Other
stock options may be granted yearly in the discretion of the
Company's Compensation
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Committee and approved by the Board of Directors of the
Company."
3. The Original Agreement, as hereby amended, shall remain in
full force and effect.
4. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered
this instrument as of the date and year first above written.
OFFICE CENTRE CORPORATION
By:/s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
OFFICE CENTRE GEORGIA
By:/s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
GEORGIA IMPRESSIONS, INC.
By:/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxx
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Xxxxxx Xxxx
