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EXHIBIT 2.16
AMENDMENT NO. 1 TO MERGER AGREEMENT
AMENDMENT, dated as of May 20, 1998, by and among Office
Centre Corporation, a Delaware corporation, Office Centre Sacaramento, a
Delaware corporation, Sierra Office Systems and Products Inc., a
California corporation, Xxxxxxx Xxxx, Xxxx X. Xxxx and Xxxx Xxxxx Xxxx.
W I T N E S S E T H :
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WHEREAS, the parties hereto are parties to that certain merger
agreement, dated as of April 23, 1998 (the "Original Agreement"); and
WHEREAS, the parties desire to amend the Original Agreement in
accordance with the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. EXHIBIT 7.2(b)(i) - XXXXXXX XXXX. Section 3(c) of Exhibit
7.2(b)(i) to the Original Agreement with respect to Xxxxxxx Xxxx is hereby
deleted in its entirety and replaced with the following:
"Stock options for 50,000 shares (after giving effect to any
reverse stock split of the Company's shares of Common Stock),
exercisable at the initial public offering price of the
Company, for a period of 10 years from the date of grant,
which vest ratably over a three year period. Other stock
options may be granted yearly in the discretion of the
Company's Compensation Committee and approved by the Board of
Directors of the Company. In the event that the Executive is
terminated other than for cause, death or disability, the
options shall immediately vest."
2. The Original Agreement, as hereby amended, shall remain in
full force and effect.
3. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute but one and
the same instrument.
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IN WITNESS WHEREOF, the parties have executed and delivered
this instrument as of the date and year first above written.
OFFICE CENTRE CORPORATION
By:/s/ Xxxxxx X. Xxxxxx, XX.
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Xxxxxx X. Xxxxxx, Xx.
OFFICE CENTRE SACRAMENTO
By:/s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.
SIERRA OFFICE SYSTEMS AND PRODUCTS, INC.
By:/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx, President
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
/s/ Xxxx Xxxx
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Xxxx Xxxx
/s/ Rose Xxxxx Xxxx
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Rose Xxxxx Xxxx
