Exhibit 2.1
FIRST AMENDMENT TO MERGER AGREEMENT
This First Amendment to Merger Agreement (this "Amendment") is
entered into as of January 31, 2000 and is by and among SoundView Technology
Group, Inc., a Delaware corporation ("SoundView"), Wit Capital Group, Inc., a
Delaware corporation (the "Wit Capital"), and W/S Merger Corp., a Delaware
corporation ("Merger Sub").
WITNESSETH
WHEREAS, the parties hereto (the "Parties") are the parties to
that certain Agreement and Plan of Merger, dated as of October 31, 1999 (the
"Merger Agreement"), by and among SoundView, Wit Capital and Merger Sub.
WHEREAS, the Parties wish to amend the Merger Agreement and to
waive certain conditions to the obligations of the respective Parties as
hereinafter set forth;
NOW, THEREFORE, on the terms and subject to the conditions
herein set forth, the Parties, intending to be bound, hereby agree as follows:
Section 1. DEFINITIONS. Unless otherwise indicated,
capitalized terms used herein but not otherwise defined herein shall have the
respective meanings set forth in the Merger Agreement.
Section 2. AMENDMENT OF THE MERGER AGREEMENT. The Merger
Agreement is hereby amended as follows:
(a) Section 5.1 of the Merger Agreement is hereby amended by
deleting the words "plus the number of Shares subject to unexercised SoundView
Stock Options" in clause (ii)(B) of Section 5.1.
(b) Section 5.2 of the Merger Agreement is hereby amended by
(i) deleting the words "as of ten days prior to the then-scheduled Effective
Date" in the first sentence of Section 5.2 and replacing those deleted words
with the words "as soon as practicable after the Effective Date", and (ii)
deleting the words "the business day preceding the fifth day prior to the
Effective Date" in the second sentence of Section 5.2 and replacing those
deleted words with the words "February 10, 2000 or on such other date agreed to
by the parties hereto".
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(c) Section 5.3 of the Merger Agreement is hereby amended by
deleting the words "the business day before the third day prior to the Effective
Date" in the first sentence of Section 5.3 and replacing those deleted words
with the words "February 14, 2000 or on such other date agreed to by the parties
hereto".
Section 3. EFFECT. Except as amended hereby, the Merger
Agreement shall remain in full force and effect in all respects.
Section 4. COUNTERPARTS. This Amendment may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same agreement, it being
understood that all of the parties need not sign the same counterpart.
Section 5. GOVERNING LAW. THIS AMENDMENT, THE LEGAL RELATIONS
BETWEEN THE PARTIES AND THE ADJUDICATION AND THE ENFORCEMENT THEREOF, SHALL BE
GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE
LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF
LAW THEREOF.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first above written.
WIT CAPITAL GROUP, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Director of Investment Banking
SOUNDVIEW TECHNOLOGY GROUP, INC.
By: /s/ Xxxxxxx Crabs
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Name: Xxxxxxx Crabs
Title: President
W/S MERGER CORP.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Vice President, Treasurer and Secretary
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