AMENDMENT TO
MERGER AGREEMENT AND PLAN OF EXCHANGE
AMONG
TECHNOLOGY ACQUISITION CORPORATION,
TECHNOLOGY ACQUISITION SUBSIDIARY, INC.,
CERTAIN MAJOR SHAREHOLDERS
AND
MINRAD INC.
AMENDMENT TO MERGER AGREEMENT
AND PLAN OF EXCHANGE
This Amended Agreement and Plan of Reorganization (hereinafter the
"Amended Merger Agreement") is entered into effective as of August 24, 2004 by
and among TECHNOLOGY ACQUISITION CORPORATION, a Nevada corporation (hereinafter,
"TAC"), TECHNOLOGY ACQUISITION SUBSIDIARY, INC., a newly-formed Delaware
corporation (hereinafter, "AS"), and the undersigned major holders of common
stock of TAC (hereinafter the "Major Shareholders"), on the one hand, and MINRAD
INC., a Delaware corporation (hereinafter "MINRAD"), on the other hand.
Nothwithstanding any other conflicting provisions in the Merger Agreement
among TAC, AS, the Major Shareholders and MINRAD, dated as of July 15, 2004 (the
"Merger Agreement"), each of the parties to this Amended Merger Agreement agree
that the Merger Agreement is hereby amended to provide for the actions set forth
herein on behalf of TAC and MINRAD. Any capitalized terms used but not defined
herein will have the meaning as defined in the Merger Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, warranties and covenants herein contained and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Prior to the Closing, TAC may conduct a private placement of TAC
Stock of up to and not more than 2.5 million shares at an offering
price which may not be less than $1.75 per share (the "Offering").
Any offer and sale of in excess of 1.15 million shares in the
Offering will not be made without the prior approval of the Board of
Directors of MINRAD.
2. Prior to the Offering, the Board of Directors of MINRAD, TAC and AS,
the stockholders of MINRAD, the shareholders of TAC, and TAC as sole
stockholder of AS, shall have approved this Amended Merger Agreement
and shall have approved in accordance with applicable state
corporation law the execution and delivery of this Amended Merger
Agreement and the consummation of the transactions contemplated in
the Agreements.
3. Upon any closing of the Offering, whether an initial closing and one
or more subsequent closings, TAC will use the proceeds of the
Offering after placement agent fees and expenses (less not more than
$25,000 for reasonable operating costs of TAC prior to the Merger)
exclusively for one or more loans to MINRAD, provided, however, that
any loans made by TAC to MINRAD contemplated herein will not be by
their terms convertible or exchangeable for any securities and may
not include any securities convertible into or exchangeable for
shares of MINRAD Stock, TAC Stock or capital stock of AS. Any
placement agent fees and expenses of TAC in the Offering shall be
subject to the terms and conditions of the placement agreement with
Xxxxx McAfee Capital Partners signed by MINRAD on December 17, 2003.
4. In addition to the documents to be delivered pursuant to Section 13
of the Merger Agreement, at the Closing TAC and AS will deliver:
(a) a complete list of all holders of outstanding TAC Stock who
have purchased TAC Stock in the Offering;
(b) a copy of the documents used in the Offering;
(c) any and all documents related to the Offering including:
executed subscription agreements, TAC stock certificates,
offering materials, state or federal securities law filings,
and such other documents as may be requested by MINRAD from
time to time.
5. Except as specifically set forth in this Amended Merger Agreement,
the Merger Agreement shall remain in full force and effect.
6. This Agreement shall be governed by the internal law of the State of
Delaware, without reference to principles of conflict of laws.
7. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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As conclusive evidence of their acceptance of the terms and conditions of
this Amended Merger Agreement, the parties have executed this Agreement as of
the day and year first above written.
TECHNOLOGY ACQUISITION CORPORATION MINRAD INC.
By: ______________________________ By: _______________________________
Its: ______________________________ Its: ______________________________
TECHNOLOGY ACQUISITION SUBSIDIARY, INC.
By: ______________________________
Its: ______________________________
MAJOR SHAREHOLDERS:
XXXXX MCAFEE CAPITAL PARTNERS, LLC XXXXX FAMILY TRUST
By: ______________________________
By: ______________________________ Name:
Its: _____________________________ Title:
_________________________________ INTERNATIONAL CAPITAL ADVISORY, INC.
Xxxxx X. Xxxxx
_________________________________ By: ______________________________
Xxxx XxXxxx Name:
Title:
