EXHIBIT 7.2
AMENDMENT NO. 1 DATED AS OF NOVEMBER 23, 1999 TO THE AGREEMENT AND
PLAN OF REORGANIZATION
AMENDMENT NO. 1 DATED AS OF NOVEMBER 23, 1999 TO THE AGREEMENT AND PLAN OF
REORGANIZATION, dated as of October 21, 1999 (the "Agreement"), by and among
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SIPEX Corporation, a Massachusetts corporation ("Parent"); CAT Acquisition
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Corporation I, a Delaware corporation and a wholly-owned subsidiary of Parent
("Merger Sub"); Calogic, a California corporation ("Calogic"); and the
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undersigned stockholders of Calogic (the "Stockholders"). Capitalized terms
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which are not otherwise defined herein shall have their respective meanings set
forth in the Agreement.
WHEREAS, pursuant to Section 12.8 of the Agreement, the parties hereto
desire to amend the Agreement to make certain changes to the Agreement.
Intending to be legally bound, and in consideration of the mutual
representations, warranties, convenants and agreements contained herein, Parent,
Merger Sub, Calogic and the Stockholders agree as follows:
1. Section 2.1(b) of the Agreement is hereby deleted in its entirety and
replaced with the following:
"(b) The maximum number of shares of Parent Common Stock to be issued in
exchange for the acquisition of all Outstanding Calogic Shares and the
assumption of all Outstanding Calogic Options will be 3,300,000, provided such
maximum number shall be adjusted, as appropriate, for any stock split, stock
dividend, reclassification, recapitalization or similar event. Such shares are
herein referred to as the "Parent Merger Shares"."
2. This Amendment No. 1 may be executed in several counterparts, each of
which shall be an original, but all of which taken together shall constitute one
agreement.
3. Except as amended hereby, the Agreement shall continue in full force
and effect.
Signature Page to
Amendment No. 1
IN WITNESS WHEREOF, Parent, Merger Sub, Calogic and the Stockholders have
executed this Agreement as of the date first written above.
SIPEX CORPORATION CALOGIC
By: /s/ Xxxxx X Xxxxxxx By: /s/ Xxxxxx Del Arroz
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Title: CEO Title:
CAT Acquisition Corporation I
By: /s/ Xxxxx X Xxxxxxx
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Title:CEO
STOCKHOLDERS:
Name of Stockholder: /s/ Xxxxxx Del Arroz
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By: /s/ Xxxxxx Del Arroz
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Title: if any:
Name of Stockholder: /s/ Xxxxxx Del Arroz
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By:____________________
Title: if any:
Name of Stockholder: /s/ Xxxxxx Xxxxxx
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By:____________________
Title: if any:
