EXHIBIT 2.4
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 (this "Amendment"), is dated as of February 29,
2000, and amends the Agreement and Plan of Merger, dated as of December 30, 1999
(the "Agreement"), made by and among Shanecy Holdings, Inc., a Nevada
corporation with a place of business at 1530 - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ("SHI"), Shanecy, Inc., a Delaware corporation (to be
know as Inc.ubator Capital, Inc.) with a place of business at 1530 - ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "Company" or the "SHI
Shareholder"), Thesseus Holdings, Inc., a Nevada corporation with a place of
business at ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ("THI"),
and the Thesseus International Asset Fund N.V., a Netherlands Antilles
corporation with a place of business at Zeelandia Office Park, 16 Kaya W.F.G.
(Jombi) ▇▇▇▇▇▇▇, Curacao, Netherlands Antilles (the "Fund" or the "the THI
Shareholder").
WHEREAS, pursuant to the Agreement THI merged with and into SHI;
WHEREAS, in connection with such merger, the Company agreed to deliver
to the THI shareholder 2,000,000 shares of restricted common stock of the
Company;
WHEREAS, the Company's authorized capital stock is insufficient to
fulfill this obligation;
WHEREAS, the Company intends to file an amended and restated
certificate of incorporation to increase its authorized stock; and
WHEREAS, the parties desire to amend the Agreement to reflect the
intent of the parties as set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Amendment and other good and valuable consideration, including
payment of $1,000 to the THI Shareholders, the receipt and sufficiency of which
are hereby acknowledged, the undersigned parties hereby amend the Agreement as
follows:
1. Section 4(r) is hereby amended by deleting the last sentence and replacing
it with the following:
On the business day following effectiveness of an amended and
restated certificate of incorporation of SHI increasing its
authorized stock to a number sufficient to permit issuance of
the Merger Stock, SHI shall deliver the merger shares to THI.
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2. This Amendment shall be effective as of January 18, 2000.
3. Except as otherwise specifically modified hereby, the Agreement shall
remain in full force and effect.
4. This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware.
5. This Amendment may be executed in any number of counterparts, each of which
may be deemed an original and all of which together shall constitute one
and the same instrument.
* * * * *
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
SHANECY, INC. SHANECY HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------- ---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary, Director Title: President, Director
THESSEUS INTERNATIONAL ASSET FUND N.V.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President, Director
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