Exhibit 2.2
AMENDMENT NO. 1
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TO
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MERGER AGREEMENT
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THIS AMENDMENT NO. 1 dated April 13, 1999 amends that certain MERGER
AGREEMENT (the "Merger Agreement") made as of March 26, 1999, by and between
Xxxxx X. Xxxxxxx, Xx. and Red Mountain Holding, Ltd. ("Shareholders") on the one
hand, and Xxxx Security International, Inc. ("Purchaser") on the other hand.
All capitalized terms set forth herein and not defined herein shall have the
meanings ascribed thereto in the Merger Agreement.
For good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Merger Agreement must be amended to reflect the increase to
the number of shares of Seller's Common Stock to be sold pursuant to the Stock
Purchase Agreement from 3,675,000 shares to 3,735,000 shares.
In that regard, Section 7.7 of the Merger Agreement is hereby amended
by replacing all references to "3,675,000 shares" with "3,735,000 shares"
and all other provisions, if any, of the Merger Agreement that
reference "3,675,000 shares" shall also be so amended.
2. All other terms of the Merger Agreement shall remain in full force
and effect.
3. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
4. This Amendment has been entered into and shall be construed and
enforced in accordance with the laws of the State of New York without reference
to the choice of law principles thereof. In any litigation in connection with
or arising out or related to this Agreement, any of the documents referred to
herein or transactions contemplated hereby, the Seller irrevocably consents to
and confer personal jurisdiction on the courts of the State of New York or the
United States located within the City of Albany and expressly waive any
objections as to venue in any such courts.
IN WITNESS WHEREOF, the parties hereto have each executed and
delivered this Amendment No. 1 to Merger Agreement as of the day and year first
above written.
SHAREHOLDERS PURCHASER
/s/ Xxxxx Xxxxxxx, Xx. XXXX SECURITY INTERNATIONAL, INC.
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Xxxxx X. Xxxxxxx, Xx.
By: /s/ Xxx X. Xxxxxxxx
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Red Mountain Holding, Ltd. Xxx X. Xxxxxxxx
Chief Executive Officer
By: Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, director
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