EXHIBIT 2.2
FIRST AMENDMENT TO AGREEMENT OF MERGER
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This First Amendment, effective as of December 28, 2000, to the Agreement
of Merger is made by and among Xxxxxxxx.xxx, Inc., a Nevada corporation
("Xxxxxxxx.xxx"), Five Acquisition, Inc., a Delaware corporation and wholly-
owned subsidiary of Xxxxxxxx.xxx, Five Star Advantage, Inc., a California
corporation (the "Company"), and Xxxx Xxxxxxxx (the "Shareholder").
WHEREAS, Five Acquisition, Inc. and the Company are in the process of
merging in accordance with the terms and conditions as set forth in the
Agreement of Merger signed on December 8, 2000; and
WHEREAS, the parties desire to complete the sale of the Company to
Xxxxxxxx.xxx as soon as possible, and in no event later than December 31, 2000;
and
WHEREAS, the parties desire to amend the Agreement of Merger such that the
actions relating to merging the two companies contemplated within Article II of
the Agreement of Merger shall be completed as soon as possible in the near
future, and Five Acquisition, Inc. shall, upon the full execution of this First
Amendment, immediately purchase all of the issued and outstanding shares of the
Company's stock in exchange for four hundred twelve thousand five hundred
(412,500) shares of Xxxxxxxx.xxx common stock.
NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as
follows:
1. Capitalized terms used and not otherwise defined in this First
Amendment shall have the meanings ascribed to them in the Agreement of
Merger.
2. Five Acquisition, Inc. shall purchase all of the issued and
outstanding shares of the Company's stock in exchange for four hundred
twelve thousand five hundred (412,500) shares of Xxxxxxxx.xxx common
stock.
3. The Parties shall take all actions necessary after the closing in
order to merge Five Star Advantage, Inc. with Five Acquisition, Inc.,
in accordance with the terms of Article II of the Agreement of Merger.
4. Miscellaneous. All other terms and conditions of the Agreement of
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Merger shall remain in full force and effect. Both parties expressly
preserve all the representations, warranties, covenants, conditions,
indemnification and actions stated within the Merger Agreement, after
the closing. This First Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, and all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the date first above written.
XXXXXXXX.XXX, INC.
By: /s/ Xxxxxxx X. Xxxxxx, XX
Name: Xxxxxxx X. Xxxxxx, XX
Title: EVP- Operations and Administration
FIVE ACQUISITION, INC.
By: /s/ Xxxxxxx X. Xxxxxx, XX
Name: Xxxxxxx X. Xxxxxx, XX
Title: Treasurer
FIVE STAR ADVANTAGE, INC.
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: President
XXXX XXXXXXXX
BY: /s/ Xxxx Xxxxxxxx
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