AMENDMENT XX. 0 XX
XXXXXXXXX XXX XXXX XX XXXXXX
Xxxxxxxxx Xx. 0, dated March 27, 2000 (the "Amendment), to the Agreement
and Plan of Merger, dated February 28, 2000 (the "Agreement"), among Vizacom
Inc., a Delaware corporation ("Buyer"), PWR Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Buyer ("Merger Sub"), PC
Workstation Rentals, Inc. d/b/a PWR Systems, a New York corporation ("Seller"),
and the stockholders set forth in Schedule A to the Agreement (the "Seller
Stockholders").
1. Section 4.12 of the Agreement is hereby amended as follows
(a) the Preliminary Closing Balance Sheet (as defined in the
Agreement) to be delivered by Seller pursuant to Section 4.12(a) shall be the
audited Balance Sheet, as of December 31, 1999, of Seller.
(b) the unaudited Final Closing Date Balance Sheet (as defined in the
Agreement) to be delivered pursuant to Section 4.12(b), to be prepared by
Deloitte & Touche, LLP, shall be so prepared on a "review" basis. A physical
inventory observation will be performed in connection therewith.
2. (a) Buyer and Merger Sub acknowledge that Seller and Seller
Stockholders have not obtained the consents to the Closing of Xxxxxxx Realty
Co., LLC, Integraph Corporation, First Wave, Inc., Gateway Companies, Inc., and
Dell Marketing, L.P.
(b) Buyer and Merger Sub agree that Seller and Seller Stockholders
shall be entitled to a reasonable time following the Closing to obtain the
consents identified in Section 2(a) or to replace the Seller's agreements with
any of such entities as may be necessary in a manner that is not adverse to the
Seller's business.
IN WITNESS WHEREOF, Buyer, Merger Sub, Seller and each Seller Stockholder
have caused this Amendment to be signed by themselves or their duly authorized
respective officers, all as of the date first written above.
VIZACOM INC.
By: /s/ Xxxx X. Xxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxx
Title: Chief Financial Officer
PC WORKSTATION RENTALS, INC.
D/B/A PWR SYSTEMS
By: /s/ Xxxxxxx XxXxxxxx
Name: Xxxxxxx XxXxxxxx
Title: Vice PresidentName:
PWR ACQUISITION CORP.
By: /s/ Xxxx X. Xxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxx
Title: Treasurer
SELLER STOCKHOLDERS
/s/ Xxxxxxx XxXxxxxx
Xxxxxxx XxXxxxxx
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
