AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER ("Amendment No. 1")
is made and entered into effective the 31st day of March, 2003, by and among
Rapidtron, Inc., a Nevada corporation formerly known as The Furnishing Club
("RPDT"), RTI Acquisition Subsidiary, Inc., a Nevada corporation and wholly-
owned subsidiary of RPDT ("RTI SUB"), and Rapidtron Inc., a Delaware
corporation ("Rapidtron").
RECITALS
A. RPDT, RTI SUB and Rapidtron entered into an agreement and plan of
merger on January 17, 2003 (the "Merger Agreement") providing for the merger
(the "Merger") of Rapidtron into RTI SUB. Pursuant to the Merger, 9,600,000
restricted shares of RPDT will be exchanged for 100% of the issued and
outstanding shares of Rapidtron. Following the Merger, Rapidtron will have
merged with RTI SUB wherein RTI SUB will cease to exist and Rapidtron will
become a wholly-owned subsidiary of RPDT;
B. Section 1.11 of the Merger Agreement specifies that within the
later of (a) ten (10) days following the filing of the Schedule 14C to
approve this transaction, or (b) satisfaction of all comments by the SEC to
the Schedule 14C, RPDT shall cause to be loaned Five Hundred Thousand Dollars
($500,000) to Rapidtron pursuant to a Convertible Note which shall be
converted into restricted shares of common stock of RPDT at the rate of $1.00
per share upon Closing of the Merger;
C. Section 6.1(b)(ii) of the Merger Agreement provides that the Merger
Agreement and the Merger may be terminated by RPDT or Rapidtron if the Merger
has not been consummated by March 31, 2003 (the "Termination Date");
D. Schedule 2.8 of the RPDT Disclosure Schedule to the Merger
Agreement listed certain liabilities of RPDT as of January 27, 2003;
E. RPDT, RTI SUB and Rapidtron desire to amend the Merger Agreement
to: (i) amend Section 1.11 to alter the amount and timing of the loan to
Rapidtron from RPDT; (ii) amend Section 6.1(b) to extend the Termination Date
to May 31, 2003; and (iii) amend Schedule 2.8 of the RPDT Disclosure Schedule
to reflect adjustments made to the RPDT liabilities listed in the Schedule;
and
F. RPDT, RTI SUB and Rapidtron desire to amend the Merger Agreement
pursuant to this Amendment No. 1.
NOW, THEREFORE, for and in consideration of the foregoing, and of the
mutual covenants, agreements, undertakings, representations and warranties
contained herein, the parties hereto agree as follows:
1. The entire first sentence of Section 1.11 of the Merger Agreement is
hereby amended to read as follows:
Section 1.11. Financing. Within two (2) days of the date hereof, RPDT
shall cause to be loaned Four Hundred Fifty Thousand Dollars ($450,000) to
Rapidtron pursuant to a Convertible Note (the "Convertible Note"), in
substantially the same form as the Replacement Notes (defined in Section
5.3(d) below).
2. Section 6.1(b) of the Merger Agreement is hereby amended to read as
follows:
Section 6.1. Termination.
(b) by Rapidtron or RPDT if (i) any court of competent
jurisdiction in the United States or other Governmental Entity
shall have issued a final order, decree or ruling or taken any
other final action restraining, enjoining or otherwise prohibiting
the Merger and such order, decree, ruling or other action is or
shall have become nonappealable or (ii) the Merger has not been
consummated by May 31, 2003; provided, however, that no party may
terminate this Agreement pursuant to this clause (ii) if such
party's failure to fulfill any of its obligations under this
Agreement shall have been the reason that the Effective Time shall
not have occurred on or before said date;
3. Schedule 2.8 of the RPDT Disclosure Schedule shall be amended and
restated as follows:
Schedule 2.8 No Undisclosed Liability
Since the filing of RPDT's 10-QSB for the quarter ending
September 30, 2002, RPDT has incurred the following
liabilities, which will be converted into restricted common
stock of RPDT at $1.00 per share concurrent with Closing:
Liability Amount
Notes payable Top $150,000
View, AG*
TOTAL $150,000
4. Other than as specifically provided in this Amendment No. 1, all
other provisions of the Merger Agreement shall remain in full force and
effect, the Merger Agreement as amended by this Amendment No. 1 constituting
the sole and entire agreement between the parties as to the matters contained
herein, and superseding any and all conversations, letters and other
communications which may have been disseminated by the parties relating to
the subject matter hereof, all of which are void and of no effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
RPDT: RTI SUB:
Rapidtron, Inc., a Nevada corporation RTI Acquisition Subsidiary, Inc.
(formerly The Furnishing Club)
By:/s/ Xx. Xxxx Xxxxxxxx By:/s/ Xx. Xxxx Xxxxxxxx
Name: Xx. Xxxx Xxxxxxxx Name: Xx. Xxxx Xxxxxxxx
Title: President Title: President
Rapidtron:
Rapidtron Inc., a Delaware corporation
By:/s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: President
