EXHIBIT 2.2
AMENDMENT NO. 1 TO THE
MERGER AGREEMENT AND PLAN OF REORGANIZATION
DATED AS OF JANUARY 7, 2002
BY AND BETWEEN
USA DEALERS XXXXXXX.XXX, INC.
AND
BRANDS SHOPPING NETWORK, INC.
This Amendment No. 1 to the Merger Agreement and Plan of Reorganization
(the "Amendment") is made and entered into as of this 7th day of January 2002,
by and between USA Dealers Xxxxxxx.xxx, Inc. a Nevada corporation (the
"Company") and Brands Shopping Network, Inc., a Nevada corporation ("Brands"),
with reference to the following facts:
RECITALS
A. The Company and Brands desire to amend that certain Merger Agreement
and Plan of Reorganization, entered into as of November 27, 2001 (the "Merger
Agreement"), by and between the Company and Brands.
NOW, THEREFORE, in consideration of the respective covenants and
promises contained herein and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereto agree
as follows:
1. Amendments to Merger Agreement Sections.
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1.1 Section 3.2(a) of the Merger Agreement is deleted in its entirety
and replaced by the following:
"SECTION 3.2 CAPITALIZATION. Brands hereby represents and warrants that
as of the Effective Time:
(a) The authorized capital stock of Brands consists of 25,000,000
shares of Brands Common Stock, $0.001 par value per share and 5,000,000 shares
of preferred stock, $0.001 par value per share. As of the date hereof, there
were 21,242,264 shares of Brands Common Stock issued and outstanding as set
forth on Schedule 3.2(a) hereto and no shares of preferred stock issued and
outstanding. All of the issued and outstanding shares of Brands Common Stock are
validly issued, fully paid, non-assessable and free of preemptive rights."
1.2 Section 4.2(a) of the Merger Agreement is deleted in its entirety
and replaced by the following:
"SECTION 4.2 CAPITALIZATION. USA Dealers hereby represents and warrants
that as of the Effective Time:
(a) The authorized capital stock of USA Dealers consists of 50,000,000
shares of USA Dealers Common Stock, $0.001 par value per share, and 5,000,000
shares of Preferred Stock, $0.001 par value per share. As of the date hereof and
before giving effect to the reverse stock split provided for in Section 7.1(b),
15,786,600 shares of Common Stock and no shares of Preferred Stock were issued
and outstanding. All of the issued and outstanding shares of USA Dealers Common
Stock are validly issued, fully paid and non-assessable, and were issued in
compliance with applicable federal and state securities laws."
1.3 Schedule 3.2(a) is hereby amended in its entirety to read as
attached hereto.
2. MERGER AGREEMENT IN EFFECT. Except as hereby amended by this Amendment, all
of the terms and provisions of the Merger Agreement shall remain in full force
and effect.
3. COUNTERPARTS. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
4. CHOICE OF LAW. This Amendment shall be construed, interpreted and the rights
of the parties determined in accordance with the internal laws of the State of
California applicable to contracts executed, delivered and fully performed
within the State of California, except with respect to matters of law concerning
the internal affairs of any entity (corporate or partnership) which is a party
to or the subject of this Amendment, and as to those matters the law of the
jurisdiction under which the respective entity derives its powers shall govern.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed on their respective behalf, by their respective officers thereunto
authorized, all as of the day and year first above written.
USA DEALERS XXXXXXX.XXX, INC.
By: /s/ Al Tamasebi
---------------------------------
Name: Al Tamasebi
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Title: President
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BRANDS SHOPPING NETWORK, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
---------------------------------
Name: Xxxxxx XXxxxxxxxx
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Title: President
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SCHEDULE 3.2(a)
CAPITALIZATION
