AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT
NO. 3 TO AGREEMENT AND PLAN OF MERGER
THIS
AMENDMENT NO. 3 (the“Amendment”)
is
entered into and to be effective as of the 31st
day of October 2008 (the
“Effective Date”)
by and among MICRO
MAMMOTH SOLUTIONS, INC.,
a
Nevada corporation ("XXXX");
ADVANCED
BLAST PROTECTION, INC.,
a
Florida corporation ("ABP");
ABP
ACQUISITION CORP.,
a
Florida corporation (“Mergerco”);
XXXXXX
XXXXXX (“Xxxxxx”),
XXXXX
XXXXX (“Xxxxx”),
XX.
XXXXXX X. XXXXXXXX
(“Xxxxxxxx”);
and
XXXXX
XXXXXX,
an
individual (the “XXXX
Principal Stockholder”).
Xxxxxx, Xxxxx and Xxxxxxxx are hereinafter collectively referred to as the
“ABP
Principal Stockholders.”
XXXX,
ABP, Mergerco, the ABP Principal Stockholders, and the XXXX Principal
Stockholder are hereinafter sometimes collectively referred to as the
“Parties.”
Recitals
On
March 10, 2008, effective as of February 28, 2008, the Parties entered into
an
AGREEMENT
AND PLAN OF MERGER
(the "Merger
Agreement").
On
August 1, 2008, effective July 31, 2008, the Parties entered into Amendment
No.
1 to the Merger Agreement.
Effective
September 30, 2008, the Parties entered into Amendment No. 2 to the Merger
Agreement.
Under
the Merger Agreement, as amended by Amendment 1 and Amendment No. 2 thereto,
the
Merger and related transactions contemplated by the Merger Agreement were to
have been consummated by October 31, 2008 (the “Closing
Date”).
Given
the current economic climate, the Parties hereto desire to amend the Merger
Agreement to extend the Closing Date to December 31, 2008.
Merger
Agreement
NOW,
THEREFORE, in consideration of the premises and of the mutual covenants
contained herein, the Parties agree as follows:
1. All
capitalized terms not defined herein shall have the same meaning as is set
forth
in the Merger Agreement.
2. Except
as amended hereby, the Merger Agreement and all of the terms and conditions
thereof, shall remain in full force and effect and are incorporated by this
reference herein.
3. All
references in the Merger Agreement to the “Closing Date” or the Effective Date”
or “Effective Time” of the Merger shall be amended hereby to mean and include
December 31, 2008.
IN
WITNESS WHEREOF, the
Parties have executed this Agreement on the date first above
written.
| ATTEST: | MICRO MAMMOTH SOLUTIONS, INC. |
| (a Florida corporation) | |
| /s/ Xxxxx Xxxxxx | By: /s/ Xxxxx Xxxxxx |
| Secretary | Xxxxx Xxxxxx, President |
| ATTEST: |
ABP
ACQUISITION CORP.
|
|
(a
Florida corporation)
|
|
| /s/ Xxxxx Xxxxxx | By: /s/ Xxxxx Xxxxxx |
|
Secretary
|
Xxxxx Xxxxxx, President |
| ATTEST: | ADVANCED BLAST PROTECTION, INC. |
| (a Florida corporation) | |
| /s/ Xxxx Xxxxxxxx | By: /s/ Xx. Xxxxxx X. Xxxxxxxx |
| Secretary | Xx. Xxxxxx X. Xxxxxxxx, |
| Chairman and Chief Executive Officer | |
| ABP PRINCIPAL STOCKHOLDERS: | |
|
/s/
Xxxxxx
Xxxxxx
Xxxxxx
Xxxxxx
|
|
|
/s/Xx. Xxxxxx X.
Xxxxxxxx
Xx.
Xxxxxx X. Xxxxxxxx
|
|
|
/s/ Xxxxx
Xxxxx
Xxxxx
Xxxxx
|
|
|
XXXX
PRINCIPAL STOCKHOLDERS:
|
|
|
/s/ Xxxxx
Xxxxxx
Xxxxx
Xxxxxx
|
