Exhibit 2.2
Amendment to Agreement
of
Merger and Acquisitions
THIS AMENDMENT TO AGREEMENT OF MERGER AND ACQUISITIONS (this
"Agreement") is entered into as of October 1, 2003, among GSRWB, Inc., a
Delaware corporation ("GSRW") and the Shareholders, as hereinafter defined.
WITNESSETH:
THAT WHEREAS, the parties entered into that certain Agreement of
Merger and Acquisitions, dated as of July 31, 2003 (the "Agreement"), among
GSRW, The Roaring Water Bay Spirits Group Limited, a company incorporated under
the laws of Ireland with its principal place of business at 0 Xxxxxxx Xxxxx,
Xxxxxx 0, Xxxxxxx, The Roaring Water Bay Spirits Marketing and Sales Company
Limited, a company incorporated under the laws of Ireland with its principal
place of business at 0 Xxxxxxx Xxxxx, Xxxxxx 0, Xxxxxxx, Xxxxxxx Xxxxxx, an
Irish citizen whose residence is 0 Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xx. Xxxxxx,
Xxxxxxx ("PR"), Xxxxx Xxxxxx, an Irish citizen whose residence is 00 Xxxxxxxx
Xxxx, Xxxxxxxx, Xxxxxx 0X, Xxxxxxx ("DP"), Carbery Milk Products Limited, a
company incorporated under the laws of Ireland with its principal place of
business at Xxxxxxxxx, Xx. Xxxx, Xxxxxxx ("Carbery") and Xxxxx Investments
Limited, a company incorporated under the laws of Ireland with its principal
place of business at Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xx. Xxxxx, Xxxxxxx ("Xxxxx" and
together with PR, DP and Carbery, collectively the "Shareholders" and
individually a "Shareholder"), Great Spirits Company, LLC, a Delaware limited
liability company and Great Spirits Corp., a Delaware corporation;
WHEREAS, Section 8.5 of the Agreement provides that it may be amended,
modified and supplemented by GSRW by written agreement executed and delivered by
the Shareholders; and
WHEREAS, the Shareholders and GSRW wish to amend the Agreement to
extend certain dates;
NOW, THEREFORE, in consideration of the premises, the Shareholders and
GSRW agree as follows pursuant to Section 8.5 of the Agreement:
1. Section 4.1.6 of the Agreement is amended by deletion of the date
"October 31, 2003" and substitution of the date "December 1, 2003.
2. Section 6.2(a) of the Agreement is amended by deletion of the date
"October 31, 2003" and substitution of the date "December 1, 2003.
3. Except as expressly amended herein, the terms and provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment to Agreement of Merger and
Acquisitions has been duly executed and delivered by the parties or their duly
authorized officers as of the date first herein above written.
GSRWB, Inc.
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: President
Carbery Milk Products Limited
/s/ Xxxxxxx Xxxxxx By: /s/ Xxxx Xxxx
------------------------------------- ------------------------------------
Xxxxxxx Xxxxxx Name: Xxxx Xxxx
Title: Group Finance Director
Xxxxx Investments Limited
/s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx XxXxxxxx
------------------------------------- ------------------------------------
Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxx
Title: President
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