AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 (the "Amendment") to Agreement and Plan of Merger
by and among META Group, Inc. ("META"), MG Acquisition Corporation
("Acquisition Sub") and The Sentry Group, Inc. ("SENTRY") dated as of
September 23, 1998 (the "Agreement"):
WITNESSETH:
WHEREAS, each of the parties hereto is a party to the Agreement; and
WHEREAS, each of META, Acquisition Sub and SENTRY desires to amend the
Agreement as set forth below to permit the Closing Date to be October 20, 1998
and to provide for an additional Currently Exercisable Warrant to purchase one
share of META Common for each Former SENTRY Holder;
NOW, THEREFORE, in consideration of these premises and the mutual
agreements contained in this Amendment, in accordance with Section 10.6 of the
Agreement each of META, Acquisition Sub and SENTRY hereby agrees as follows:
ARTICLE I
AMENDMENTS TO AGREEMENT
1.1 Amendment to Section 6.1 of the Agreement. Each of the parties hereto
hereby agrees to amend Section 6.1 of the Agreement by substituting "October 20,
1998" in the first sentence of Section 6.1 in lieu of "October 21, 1998."
1.2 Amendment regarding Additional Currently Exercisable Warrant.
Notwithstanding Section 2.3(a)(2)(A) and Section 2.5 of the Agreement, META
hereby agrees to aggregate all fractional Currently Exercisable Warrants which
result from the calculation of Currently Exercisable Warrants to be issued as
Initial Consideration in accordance with Section 2.3(a)(2)(A) of the Agreement,
and in exchange for such resultant fractional Currently Exercisable Warrants,
META hereby agrees to increase the number of Currently Exercisable Warrants to
be issued to each Former SENTRY Holder pursuant to Section 2.3(a)(2)(A) of the
Agreement by one Currently Exercisable Warrant for each such Former Sentry
Holder.
ARTICLE II
MISCELLANEOUS
2.1 Ratification/Confirmation of Agreement. Except as herein expressly
amended, the Agreement is ratified and confirmed in all respects and shall
remain in full force and effect in accordance with its terms.
2.2 Definitions. Capitalized terms used herein without definition shall
have the respective meanings ascribed to such terms in the Agreement.
2.3 Assignment. Neither this Amendment nor any of the rights, interests or
obligations under this Amendment shall be assigned by any of the parties without
the prior written consent of the other parties.
2.4 Headings and Captions. The headings and captions in this Amendment are
for convenience and reference purposes only and shall not be considered a part
of or affect the construction or interpretation of any provision of this
Amendment.
2.5 Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
2.6 Successors and Assigns. This Amendment shall be binding upon, inure to
the benefit of and may be enforced by, each of the parties to this Amendment and
their successors and assigns.
2.7 Governing Law. This Amendment shall be governed by and construed,
interpreted, and enforced in accordance with the laws of the Commonwealth of
Massachusetts, without giving effect to the principles of conflicts of law
thereof.
2.8 Counterparts; Facsimile Signatures. This Amendment may be executed
simultaneously in one or more counterparts, each of which shall be deemed to be
an original but all of which together shall constitute one and the same
instrument. For the purposes of executing this Amendment, (a) a document signed
and transmitted by facsimile machine or telecopier shall be treated as an
original document; (b) the signature of any party on such document shall be
considered as an original signature; (c) the document transmitted (or the
document of which the page containing the signature or signatures of one of more
parties is transmitted) shall have the same effect as a counterpart thereof
containing original signatures; and (d) at the request of a party, each party
who executed a document and transmitted such document by facsimile machine or
telecopier, shall provide such original document to the other party. No party
may raise as a defense to the enforcement of this Amendment, that a facsimile
machine or telecopier was used to transmit a signature of that party or another
party on the Amendment.
IN WITNESS WHEREOF, each of META, Acquisition Sub and Sentry have caused
this Amendment to be duly executed and delivered as of October 20, 1998.
META GROUP, INC.
By: /s/Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title:CFO, SVP-Finance, Secretary and Treasurer
MG ACQUISITION CORPORATION
By: /s/Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title:Vice President
THE SENTRY GROUP, INC.
By: /s/Xxxxx Xxxxxxx
------------------------------
Name: Xxxxx Xxxxxxx
Title:Treasurer
