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EXHIBIT 2.3
AMENDMENT NO. 1 TO THE
VOTING AGREEMENT
THIS AMENDMENT NO. 1 TO THE VOTING AGREEMENT (this "AMENDMENT
NO. 1") is dated as of June 4, 1999, and is entered into by and among Chargeback
Acquisition Corp., a Florida corporation ("MERGER SUB"), and Xxxx X. Xxxx and
Xxxxxx X. Xxxxxx (collectively, the STOCKHOLDERS").
WHEREAS, the parties hereto have entered into that certain
Voting Agreement, dated as of February 17, 1999 (the "ORIGINAL AGREEMENT") (it
being understood that capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in the Original Agreement);
WHEREAS, the parties hereto desire to amend certain provisions
of the Original Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally
bound, agree as follows:
1. The first recital of the Original Agreement is hereby
amended and restated to read in its entirety as follows:
"Merger Sub and Equitrac Corporation, a Florida corporation
(the "COMPANY"), propose to enter into an Amended and Restated
Recapitalization Agreement and Plan of Merger dated as of the date
hereof (as the same may be amended or supplemented, the "MERGER
AGREEMENT") providing for the merger of Merger Sub with and into the
Company, in which the Company is the surviving entity, upon the terms
and subject to the conditions set forth in the Merger Agreement.
Capitalized terms used but not defined herein shall have the meanings
set forth in the Merger Agreement as entered into on the date hereof."
2. The first paragraph of Section 1(a) of the Original
Agreement is hereby amended and restated to read in its entirety as follows:
"(a) AGREEMENT TO VOTE. At any meeting of stockholders of the
Company called for purposes that include approval of the Merger
Agreement and the Transactions, however called, or at any adjournment
thereof, or in connection with any written consent of the holders of
shares of Company Common Stock or Preference Stock, or in any other
circumstances in which the Stockholders are entitled to vote, consent
or give any other approval with respect to the Merger Agreement
(including any amendments thereof pursuant to Section 2.01(f) of the
Merger Agreement) and the Transactions, the Stockholders shall vote (or
cause to be voted) the Subject Shares in favor of adoption and approval
of the Merger Agreement (including any amendments thereof pursuant to
Section 2.01(f) of the
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Merger Agreement) and the Transactions and the approval of the terms
thereof and each of the other actions contemplated by this Agreement
and the Merger Agreement and any amendments hereto or, with each
Stockholder's written consent, thereto."
3. Except as expressly set forth herein, the terms of the
Original Agreement shall remain in full force and effect.
4. This Amendment No. 1 may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party. Copies of executed counterparts
transmitted by telecopy, telefax or other electronic transmission service shall
be considered original executed counterparts for purposes of this Amendment No.
1, provided receipt of copies of such counterparts is confirmed.
IN WITNESS WHEREOF, this Amendment No. 1 to the Voting
Agreement has been signed by or on behalf of each of the parties as of the day
first above written.
CHARGEBACK ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Secretary
STOCKHOLDERS
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
