AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 to Agreement and Plan of Merger dated as of
March 26, 20001 is entered into by and among TeamStaff, Inc., a New Jersey
corporation with its principal address at 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxx
Xxxxxx 00000 ("TeamStaff"), TeamSub, Inc. a Georgia corporation and a direct
wholly-owned subsidiary of TeamStaff with its principal address at 000 Xxxxxx
Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000 ("TeamSub") and XxxxxxXxxx.xxx, Inc. a
Georgia corporation with its principal address at 0000 Xxxxxxx Xxxx, Xxxxx
000, Xxxxxxxxxx, XX 00000 ("BrightLane") TeamStaff, TeamSub and BrightLane
are sometimes referred to herein collectively as the "Parties".
WITNESSETH
WHEREAS, TeamStaff, TeamSub and BrightLane are parties to that
certain Agreement and Plan of Merger entered into as of March 6, 2001 ("the
Agreement").
WHEREAS, the Parties have determined it to be in their best
interests to amend certain terms and conditions contained in the Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual
terms and conditions contained herein, and for other good and valuable
consideration, the Parties hereby agree as follows:
1. Section 5.8 of the Agreement is hereby amended and restated
to read as follows:
5.8 CONTINUING DUE DILIGENCE AND DISCLOSURE SCHEDULE
DELIVERY
(i) Both BrightLane and TeamStaff shall have the period
commencing on March 6, 2001 and ending at 5:00 PM, XXXxx March 30, 2001
(the "Deadline Date") to continue and complete their due diligence
review of each other. Each Party shall cooperative in good faith with
such continuing investigation. If at any time either BrightLane or
TeamStaff shall determine, in good faith that they are not satisfied
with the results of their due diligence for any reason, they may, but
are not required to, give notice of their election ("Diligence Notice")
to terminate the Merger and this Agreement pursuant to Section 10
without further obligation or liability to the other. If neither party
gives a Diligence Notice on or before the Deadline Date, then no party
may thereafter terminate the Merger or this Agreement pursuant to this
Section 5.8.
(ii) For the period commencing on the date of this Agreement
and ending on the Deadline Date, both BrightLane and TeamStaff shall
exercise commercially reasonable efforts to seek and obtain fairness
opinions with respect to the transactions contemplated by this
Agreement. In the event that a Party is unable to obtain such fairness
opinions on or before the Deadline Date, or in the event that the Board
of
Directors of such Party (after consideration of such fairness
opinion) shall determine not to recommend approval of the Merger by
such Party's shareholders, then such Party may, by notice to the other
Party pursuant to Section 10, terminate the Merger and this Agreement
without further obligation or liability to the other.
(iii) Each of BrightLane and TeamStaff shall deliver their
respective Disclosure Schedule to the other party on or before March
16, 2001 and the Parties shall use their reasonable best efforts to
deliver the TeamStaff Voting Agreements and BrightLane Voting
Agreements prior to the Deadline Date.
2. All other terms and conditions of the Agreement shall remain
in full force and effect.
3. This Amendment No. 1 to Agreement and Plan of Merger may be
executed in counterpart, each of which shall constitute one Agreement, binding
on all the parties hereto even though all the parties are not signatories to the
original or the same counterpart
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment
No. 1 to Agreement and Plan of Merger as of the date first above written.
TEAMSTAFF, INC.
By:______________________________
Xxxxxx Xxxxxxx
Chief Executive Officer
TEAMSUB, INC.
By:_______________________________
Xxxxxx Xxxxxxx
President
XXXXXXXXXX.XXX INC.
By:_________________________________
T. Xxxxxxx Xxxxxxx
Chairman
