Exhibit 2.2
First Amendment to Agreement and Plan of Merger by and between xXxxxxxxxxx.xxx,
Inc. and Premier Express Claims, Inc. dated June 8th 2000.
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT ("Amendment") to the Agreement and Plan of Merger
("Agreement") made as of the 8th day of June, 2000, by and among
XXXXXXXXXXX.XXX, INC., a Nevada corporation ("EAUTOCLAIMS"). EAUTOCLAIMS
ACQUISITION CORPORATION, a South Carolina corporation ("Merger Sub"), PREMIER
EXPRESS CLAIMS, INC., a South Carolina corporation ("PEC"), and XXXXX XXXXXX and
XXXX XXXXXXXXX, collectively referred to as "Stockholders" and individually as
"Stockholder" or "Xx. Xxxxxx" and "Xx. Xxxxxxxxx", is made and entered into this
______ day of ____________, 2000.
The Parties, intending to be legally bound, agree as follows:
1. Sections 2.7 (a) and (b) of the Agreement are hereby amended to read as
follows:
(a) To be received by Xx. Xxxxxx -
$ 160,000 by wire transfer; plus -
$ 104,000 in the form of a promissory note (the
"Note") of EAUTOCLAIMS, substantially in the form of
Exhibit ___ attached hereto, to be secured by the
pledge of all of the capital stock of PEC pursuant to
the terms of a Pledge Agreement, substantially in the
form or Exhibit ___ attached hereto, the guarantee of
the Note by PEC substantially in the form of the
Guarantee Agreement attached hereto as Exhibit ___
and the grant of a security interest in all of the
assets of PEC substantially in the form of the
Security Agreement attached hereto as Exhibit ___,
plus -
a certificate for the number of shares of
EUATOCLAIM's commons stock having a value of
$1,056,000 based on the share market closing price of
EAUTOCLAIM's common stock for the trading day
occurring May 17, 2000, but in no event shall the
price for such stock be greater than $4.125 per share
for th purpose of calculating the number of shares of
EAUTOCLAIM's common stock issued to Xx. Xxxxxx
hereunder.
(b) To be received by Xx. Xxxxxxxxx -
$ 40,000 by wire transfer; plus -
$ 26,000 in the form of a promissory note (the
"Note") of EAUTOCLAIMS, substantially in the form of
Exhibit ___ attached hereto, to be secured by the
pledge of all of the capital stock of PEC pursuant to
the terms of a Pledge Agreement, substantially in the
form or Exhibit ___ attached hereto, the guarantee of
the Note by PEC substantially in the form of the
Guarantee Agreement attached hereto as Exhibit ___
and the grant of a security interest in all of the
assets of PEC substantially in the form of the
Security Agreement attached hereto as Exhibit ___,
plus -
a certificate for the number of shares of
EUATOCLAIM's commons stock having a value of $
264,000 based on the share market closing price of
EAUTOCLAIM's common stock for the trading day
occurring May 17, 2000, but in no event shall the
price for such stock be greater than $4.125 per share
for th purpose of calculating the number of shares of
EAUTOCLAIM's common stock issued to Xx. Xxxxxx
hereunder.
1. In all other respects the Agreement is hereby reaffirmed and agreed to in
its entirety.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the date indicated above.
XXXXXXXXXXX.XXX, INC.
By:______________________
Name: Xxxx Xxxxxx
Title: President
STOCKHOLDERS
-----------------------
Xxxxxx X. Xxxxxx
------------------------
S. Xxxx Xxxxxxxxx
PREMIER EXPRESS CLAIMS, INC.
By:______________________
Name: Xxxxxx X. Xxxxxx
Title: President
XXXXXXXXXXX.XXX ACQUISITION CORPORATION
By:______________________
Name: Xxxx Xxxxxx
Title: President
