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AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF REORGANIZATION
This Amendment No. 1 (the "Amendment No. 1") is made this
27th day of August, 1998, by and among Intrepid Capital Corporation, a Delaware
corporation ("Intrepid"), Enviroq Corporation, a Delaware corporation
("Enviroq"), Freedom Holdings of Alabama, Inc., a Delaware corporation ("Sub-
1"), Institutional Asset Management, Inc., a Florida corporation ("IAM"), IAM
Merger Sub, Inc., a Florida corporation ("Sub-2"), Capital Research Corporation,
a Florida corporation ("CRC") and CRC Merger Sub, Inc., a Florida corporation
("Sub-3").
WHEREAS, Intrepid, Enviroq, Sub-l, IAM, Sub-2, CRC and Sub-3
executed an Agreement and Plan of Reorganization, dated April 22, 1998 (the
"Agreement"), pursuant to which each of Sub-l, Sub-2 and Sub-3 are to be merged
with and into Enviroq, IAM and CRC, respectively, with Enviroq, IAM and CRC
being the surviving corporations in each case and as a result of such
transaction, each of Enviroq, IAM and CRC will become wholly-owned subsidiaries
of Intrepid;
WHEREAS, Intrepid, Enviroq, Sub-1, IAM, Sub-2, CRC and Sub-3
wish to amend the Agreement, as set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual
covenants, representations, warranties and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:
1. Amendment to Section 11.1(e). The Agreement is hereby
amended by deleting the words "August 31, 1998" from Section 11.1(e) of the
Agreement and inserting in its place and stead the following words "October 31,
1998".
2. Capitalized terms not defined herein shall have the meanings
assigned to them in the Agreement.
3. Except as expressly amended herein, all other terms and
conditions of the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, each of the Parties hereto has caused its
duly authorized officers to execute, attest to and deliver this Amendment No. 1
on the date first above written.
ATTESTED TO: INTREPID CAPITAL CORPORATION
BY: /s/ XXXX XXXXXXXX BASS By: /s/ XXXXXXX X. XXXX
-------------------------- -----------------------------
Name: Xxxx Xxxxxxxx Bass Name: Xxxxxxx X. Xxxx
Its: Secretary Its: President
ATTESTED TO: ENVIROQ CORPORATION
By: /s/ XXXX XXXXXXXX BASS By: /s/ XXXXXXX X. XXXX
-------------------------- -----------------------------
Name: Xxxx Xxxxxxxx Bass Name: Xxxxxxx X. Xxxx
Its: Secretary Its: President
ATTESTED TO: FREEDOM HOLDINGS OF ALABAMA, INC.
By: /s/ XXXX XXXXXXXX BASS By: /s/ XXXXXXX X. XXXX
-------------------------- -----------------------------
Name: Xxxx Xxxxxxxx Bass Name: Xxxxxxx X. Xxxx
Its: Secretary Its: President
ATTESTED TO: INSTITUTIONAL ASSET
MANAGEMENT, INC.
By: /s/ XXXXXXXXX XXXXXXXXX By: /s/ XXXXXXX XXXXXX
-------------------------- -----------------------------
Name: Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxx
Its: Secretary Its: President
ATTESTED TO: IAM MERGER SUB, INC.
By: /s/ XXXXXXXXX XXXXXXXXX By: /s/ XXXXXXX XXXXXX
-------------------------- -----------------------------
Name: Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxx
Its: Secretary Its: President
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ATTESTED TO: CAPITAL RESEARCH CORPORATION
By: /s/ XXXXXXXXX XXXXXXXXX By: /s/ XXXXXXX XXXXXX
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Name: Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxx
Its: Secretary Its: President
ATTESTED TO: CRC MERGER SUB, INC.
By: /s/ XXXXXXXXX XXXXXXXXX By: /s/ XXXXXXX XXXXXX
-------------------------- -----------------------------
Name: Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxx
Its: Secretary Its: President
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