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Exhibit 2.1
FIRST AMENDMENT TO AGREEMENT AND
PLAN OF REORGANIZATION
This First Amendment to Agreement and Plan of Reorganization ("Amendment") is
entered into as of January 28, 1999, by and among SVI Holdings, Inc., a Nevada
corporation ("SVI"), Applied Retail Solutions, Inc., a Delaware corporation
("Merger Sub"), Applied Retail Solutions, Inc., a California corporation
("ARS"), Xxx Xxxxxxx ("Xxxxxxx") and Xxxxx Xxxxxxx ("Xxxxxxx"). Xxxxxxx and
Xxxxxxx and/or their respective successors in title, are collectively referred
to as the "Former Shareholders." The capitalized terms used in this Amendment
shall have the meanings ascribed such terms in the Agreement and Plan of
Reorganization entered into among the parties hereto as of July 1, 1998 (the
"Merger Agreement").
1. Recitals.
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1.1. Under the Merger Agreement parties provided for certain adjustment
procedure set forth in Sections 1.13 through 1.16.
1.2. The parties to the Amendment have agreed that the conditions described
in Section 1.13(a) of the Merger Agreement has been satisfied and wish
to facilitate implementation of the procedures set forth in Section
1.14 of the Merger Agreement.
2. Agreement.
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The parties hereby acknowledge, agree and consent to the following:
2.1. The calculations of Post-Closing Profits and Run Time Fees have been
determined to their satisfaction;
2.2. Waiver of the requirement for the "Accountants' Letter" provided in
Section 1.13(b);
2.3. The Post-Closing Profits and Run Time Fees result in a positive
Adjustment Amount; and,
2.4. The Former Shareholders shall be entitled to receive the maximum
consideration specified in Section 1.14(a)(ii) namely, $2,000,000
subject to the terms of the Merger Agreement.
2.5. The Former Shareholders are entitled to release of all Escrowed
Shares.
3. Payment of Additional Consideration.
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The Additional Consideration of $2,000,000 shall be paid in accordance
with the Merger Agreement no later than June 30, 2000.
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4. Release of Escrowed Shares.
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The parties hereby irrevocably authorize and instruct Chicago Title
Company, Park Camino branch, to release the Escrowed Shares as follows:
Name of
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Xxxxx Xxxxxxx, as successor in title and interest of Xxxxx
Xxxxxxx 321,750
Xxx Xxxxxxx 428,250
Applied Retail Solutions, Inc.
a Delaware corporation
SVI Holdings, Inc. formerly, Applied Retail Solutions, Inc.
a Nevada corporation a California corporation
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxx Xxxxxxx
Name: Xxxxx X. Xxxxxxxxx Name: Xxx Xxxxxxx
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Its: Chief Executive Officer Its: President
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Xxx Xxxxxxx
/s/ Xxx Xxxxxxx
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Xxxxx Xxxxxxx, as successor in title
and interest of Xxxxx Xxxxxxx
/s/ Xxxxx Xxxxxxx
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