THIRD AMENDMENT OF AGREEMENT AND PLAN OF MERGER
Exhibit 2.4
THIRD AMENDMENT OF AGREEMENT AND PLAN OF MERGER
This Amendment of Agreement and Plan of Merger, dated as of October 23, 2014, is entered into by and among EV CHARGING USA, INC., a Nevada corporation (formerly “MILWAUKEE IRON ARENA FOOTBALL, INC.”) (“EV”), MWKI ACQUISITION, INC., an Illinois corporation and the wholly-owned subsidiary of EV (“Merger Sub”), and EV CHARGING USA, CORP., an Illinois corporation (the “Company”).
RECITALS:
A. The Parties entered into an Agreement and Plan of Merger, dated August 20, 2014, and amended it on August 28, 2014, and October 2, 2014 (as so amended, the “Merger Agreement”), whereunder, among other things, Merger Sub will be merged with and into the Company and the Company will become the wholly owned subsidiary of EV; and
B. The Parties desire to amend the Merger Agreement as set forth herein.
NOW THEREFORE, in consideration of covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree each with the other as follows:
1. Change of Exhibit. Exhibit C to the Merger Agreement (the Pledge Agreement) is replaced by Exhibit A hereto.
2. Plan of Merger. The following sentence is added to Section 2.2 of the Merger Agreement, immediate prior to its ultimate sentence
Upon the consummation of the Closing, the parties shall sign the Plan of Merger annexed hereto as Exhibit D, which shall be attached to the plan of merger required to be filed as part thereof.
Exhibit D, referred to above, is annexed hereto as Exhibit B.
3. General Provisions.
(a) Modification; Full Force and Effect. Except as expressly modified and superseded by this instrument, the terms, representations, warranties, covenants and other provisions of the Merger Agreement are and shall continue to be in full force and effect in accordance with their respective terms.
(b) References to the Merger Agreement. After the date hereof, all references to “this Agreement,” “the transactions contemplated by this Agreement,” “the Merger Agreement” and phrases of similar import, shall refer to the Merger Agreement as amended by this instrument (it being understood that all references to “the date hereof” or “the date of this Agreement” shall continue to refer to August 20, 2014).
(c) Defined Terms. Terms used herein that are defined in the Merger Agreement, as it existed prior to the execution and delivery of this instrument, shall have the same meaning as ascribed to them therein
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
| MILWAUKEE IRON ARENA FOOTBALL, INC. | MWKI ACQUISITION, INC. |
| By: Xxxxxxx X. Xxxxxx | By: Xxxxxxx X. Xxxxxx |
| Xxxxxxx X. Xxxxxx | Xxxxxxx X. Xxxxxx |
| President | President |
| EV CHARGING USA, CORP. | |
| By: Xxxxx X. Xxxx | |
| Xxxxx X. Xxxx | |
| President | |
