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EXHIBIT 2.05
FIRST AMENDMENT TO MERGER AGREEMENT
THIS FIRST AMENDMENT TO MERGER AGREEMENT dated October 24,
1997, by and among OFFICE CENTRE CORPORATION, a Delaware corporation ("Buyer"),
OFFICE CENTRE FORT WORTH, a Texas corporation and a wholly-owned subsidiary of
Buyer ("Acquisition"), GREENWOOD OUTFITTERS, INC., a Texas corporation (the
"Company"), XXXXXX XXXX, an individual resident in Texas ("Wood") and RALEIGH
GREEN, an individual resident in Texas ("Green") (Wood and Green each a "Seller"
and, collectively the "Sellers or Shareholders").
RECITALS
WHEREAS, the parties have entered into a Merger Agreement
dated as of October 24, 1997 (the "Merger Agreement") and have agreed to amend
certain provisions of the Merger Agreement as set forth below.
NOW, THEREFORE, in consideration of the agreements contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are conclusively acknowledged, the parties intending to be legally bound,
agree as follows:
0.0.1 The provisions of this First Amendment shall govern and
control over any conflicting or inconsistent provisions in the Merger Agreement,
but except as modified hereby, all provisions of the Merger Agreement remain
unmodified and in full force and effect and are hereby reaffirmed by each of the
parties hereto. Unless otherwise defined herein, all capitalized terms shall
have the meanings as provided therefor in the Merger Agreement.
0.0.2 Section 3.2(c) of the Merger Agreement is amended as
follows:
(c) Sellers are acquiring the Buyer's
Common Stock for their own account and not with a view to its distribution
within the meaning of Section 2(11) of the Securities Act. Each Seller is an
"accredited investor" as such term is defined in Rule 501(a) under the
Securities Act. Each Seller acknowledges that each certificate representing
Buyer's Common Stock acquired pursuant to this Agreement shall bear the
following restrictive legend:
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE (THE "SHARES") HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"). THE
SECURITIES MAY NOT BE SOLD OR OFFERED FOR
SALE OR OTHERWISE DISTRIBUTED WITHOUT ONE OF
THE FOLLOWING: (i) AN EFFECTIVE REGISTRATION
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STATEMENT FOR THE SHARES UNDER THE SECURITIES
ACT, OR (ii) AN OPINION OF COUNSEL,
SATISFACTORY TO THE CORPORATION, THAT SUCH
REGISTRATION IS NOT REQUIRED AS TO SAID SALE,
OFFER OR DISTRIBUTION.
Each Seller further acknowledges
that he shall be subject to such "lock-up" restriction as may be imposed by the
Buyer's underwriter or any entity regulating the issuance of the Buyer's Common
Stock in its initial public offering, for a period not to exceed one (1) year
from the Closing Date.
0.0.3 The Merger Agreement is amended to add the
following as Section 7.9:
7.9 INITIAL PUBLIC OFFERING
Buyer shall have closed its initial public
offering.
0.0.4 Section 8.4(c) is amended as follows:
(c) The Buyer shall have closed its initial
public offering.
0.0.5 Each party represents and warrants the other
as follows:
(a) The execution, delivery and performance of
this First Amendment
(i) has been duly authorized by all
necessary or appropriate acts or proceedings, corporate or
otherwise; and
(ii) does not violate or result in a
breach or default under any contract, understanding judgment, order writ, law
regulation that is applicable to the representing party for its assets.
(b) This First Amendment is a valid legal and
binding obligation and agreement of the representing party, and is enforceable
against it in accordance with its terms.
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IN WITNESS WHEREOF, the parties hereto have executed this
First Amendment to the Merger Agreement this _____ day of December, 1997.
BUYER: SELLERS:
OFFICE CENTRE CORPORATION
/s/ Xxxxxx Xxxx
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XXXXXX XXXX
By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxx, Xx. /s/ Raleigh Green
Title: CEO ----------------------------------
RALEIGH GREEN
ACQUISITION: COMPANY:
OFFICE CENTRE FORT WORTH GREENWOOD OUTFITTERS, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx. /s/ Xxxxxx Xxxx
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Name: Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx Xxxx
Title: Title: Vice President
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