AMENDMENT TO PLAN AND AGREEMENT OF MERGER
This is an Amendment to that certain Plan and Agreement of Merger
("Agreement of Merger") by and between Fidelity Holdings, Inc., a Nevada
Corporation ("Fidelity"), Major Automotive Group, Inc., a New York Corporation
(the "Merging Corporation"), Major Acquisition Corp., a New York Corporation
(the "Surviving Corporation") and Xxxxx Xxxxxx (the "Shareholder of the
Merging Corporation").
BACKGROUND
A. The Merger Agreement was executed by all parties on or about April
21, 1997.
B. Article 1.2 of the Merger Agreement set a closing date on or
before One Hundred Twenty (120) days from the execution of the Merger
Agreement unless such time period was mutually extended.
C. The parties hereto have agreed that it is in their best interest
to mutually extend the closing date to a time and date mutually agreed upon
but in no event beyond One Hundred Twenty (120) days from the effective date
of this amendment, unless further extended by mutual consent.
NOW, THEREFORE, with the foregoing recital paragraphs incorporated
herein by this reference, and for other good and valuable consideration
acknowledged to have been exchanged and received, the parties hereto,
intending to be legally bound, hereby agree as follows:
ARTICLE 1
EXTENSION OF CLOSING DATE
The closing of the transaction contemplated by the Merger Agreement
(the "Closing") shall occur on a mutually agreed upon date at the offices of
Fidelity, which date shall be not more than One Hundred Twenty (120) days from
August 1, 1997 (the 'Extension Date"), unless mutually extended (the "Closing
Date").
ARTICLE 2
SURVIVAL OF MERGER AGREEMENT TERMS
All of the terms, conditions, liabilities, limitations and
obligations set forth in the Merger Agreement, except as expressly amended in
this Agreement. shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective the 1st day of August 1997.
FIDELITY HOLDINGS, INC.
ATTEST: /s/ Xxxxx Xxxxx
--------------------------- ----------------------------
Xxxxx Xxxxx , President
MAJOR AUTOMOTIVE GROUP, INC.
ATTEST: /s/ Xxxxx Xxxxxxx
--------------------------- ----------------------------
Xxxxx Xxxxxxx, President
MAJOR ACQUISITION CORP.
ATTEST: /s/ Xxxxx Xxxxx
--------------------------- ----------------------------
Xxxxx Xxxxx, Vice Pres.
As to Article 2
MAJOR CHEVROLET, INC.
ATTEST: /s/ Xxxxx Xxxxxxx
--------------------------- ----------------------------
Xxxxx Xxxxxxx, President
As to Article 2
Xxxxx Xxxxx, Inc.
ATTEST: /s/ Xxxxx Xxxxxxx
--------------------------- ----------------------------
Xxxxx Xxxxxxx, President
As to Article 2
Major Subaru, Inc.
ATTEST: /s/ Xxxxx Xxxxxxx
--------------------------- ----------------------------
Xxxxx Xxxxxxx, President
As to Article 2
Major Chrysler, Plymouth, Jeep, Eagle, Inc.
ATTEST: /s/ Xxxxx Xxxxxxx
--------------------------- ----------------------------
Xxxxx Xxxxxxx, President
ATTEST: /s/ Xxxxx Xxxxxxx
--------------------------- ----------------------------
Xxxxx Xxxxxxx
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