SECOND ADDENDUM
SECOND ADDENDUM ("Second Addendum") to that certain Agreement and Plan of
Reorganization dated April 28, 2000, as amended (the "Reorg Agreement"), by and
among WALLSTREET RACING STABLES, INC., a Colorado corporation ("Wallstreet"),
WRS MERGER CORP., a Colorado corporation and a wholly-owned subsidiary of
Wallstreet ("Merger Sub"), the undersigned individuals or entities who are the
principal shareholders of Wallstreet ("Wallstreet Principal Shareholders"),
PIPELINE TECHNOLOGIES, INC., a Florida corporation ("Pipe") and the undersigned
individuals or entities who are the principal shareholders of Pipe ("Pipe
Shareholders;" all of the foregoing parties are sometimes hereafter referred to
as the "Parties").
WHEREAS, the Parties have entered into the Reorg Agreement contemplating
the merger of Merger Sub with Pipe ("Merger"), such that Pipe would become a
wholly-subsidiary of Wallstreet; and
WHEREAS, the Parties previously contemplated closing the transactions
contemplated by the Reorg Agreement on or about June 6, 2000, but in no event
later than June 15, 2000; and
WHEREAS, the Parties have determined that the Schedule 14f-1 previously
filed with the Securities and Exchange Commission and mailed to the shareholders
of Wallstreet should be amended, which filing necessitates delaying the closing
under the Reorg Agreement; and
WHEREAS, the parties have agreed to modify certain terms of the Reorg
Agreement relating to the closing and other conditions.
NOW, THEREFORE, in consideration of the foregoing recitals, which shall be
considered an integral part of this Second Addendum, and the covenants and
conditions hereinafter set forth, the Parties hereby agree as follows:
1. Upon the filing of the amended Schedule 14f-1, the Parties shall
hold an escrow closing whereby necessary documents for closing will be
executed by the Parties and delivered to the Escrow Agent (the "Escrow
Closing").
2. The events contemplated in the Reorg Agreement and documents
executed at the Escrow Closing will not be effective or deemed delivered
until completion of any remaining contingencies listed in the Escrow
Agreement, but in no event less than ten days after the filing with the SEC
of the amended Schedule 14f-1 (the "Effective Date").
3. Section 1.2 of the Reorg Agreement is hereby amended to provide
that the Closing Date (herein described as the Effective Date) shall be ten
days after the filing of the amended Schedule 14f-1 with the SEC and the
mailing of the same to the shareholders of Wallstreet, or if such date
falls on a weekend or legal holiday, then on the next business day.
4. Section 4.8 of the Reorg Agreement is hereby amended to provide
that Pipe shall pay to Wallstreet the amount of $62,500 (rather than
$87,500) within three days prior to the Closing Date/Effective Date in cash
or collectible funds. This $62,500 shall be fully refundable to Pipe if the
Closing does not occur for any reason and the $72,500 previously paid by
Pipe is nonrefundable in any event. The remaining provisions of that
Section shall remain unchanged.
5. Section 7.1(c) is hereby amended to provide that the Reorg Agreement may
be terminated at any time prior to the Effective Time by either Wallstreet or
Pipe if the Escrow Closing shall not have been consummated on before June 15,
2000.
6. Except as set forth above, the remaining provisions of the Reorg
Agreement shall remain unchanged.
IN WITNESS WHEREOF, this Second Addendum has been signed by the parties set
forth below as of the date set forth above.
WALLSTREET RACING STABLES, INC. WALLSTREET
SHAREHOLDERS:
By: /s/ Xxxxxxx X. XxXxxxxxx /s/ Xxxxxxx X. XxXxxxxxx
------------------------------- ------------------------
Xxxxxxx X. XxXxxxxxx, President Xxxxxxx X. XxXxxxxxx
WRS MERGER CORP. /s/ Xxxx X. Xxxxxx
-------------------
Xxxx X. Xxxxxx
By: /s/ Xxxxxxx X. XxXxxxxxx PIPELINE
------------------------------- SHAREHOLDERS:
Xxxxxxx X. XxXxxxxxx, President
/s/ Xxxxxxx X. Xxxxxxxx
PIPELINE TECHNOLOGIES, INC. -------------------------
Xxxxxxx X. Xxxxxxxx
By: /s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx
--------------------------------------------- ----------------------
Xxxxxxx X. Xxxxxxxx, Chief Executive Officer Xxxxxx X. Xxxxx
/s/ Xxxxxxx Xxxxx
-------------------------
Xxxxxxx Xxxxx, President
LM Investment Group, Inc.
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