AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Exhibit
2.2
AMENDMENT
TO AGREEMENT AND PLAN OF MERGER
This
Amendment to Agreement and Plan of Merger (this “Amendment”) is made as of this
15th
day of February 2008, among Zealous Trading Group, Inc. (fka Atlantic
Syndication Network, Inc.), a Nevada corporation (“ZTG”), ASNI II, Inc., a
Delaware corporation and wholly-owned subsidiary of ZTG (“ASNI II”) and Zealous
Holdings, Inc., a Delaware corporation (“ZH”).
WHEREAS, on July 16, 2007,
ZTG, ASNI II and ZH entered into that certain Agreement and Plan of Merger
(“Merger Agreement”);
WHEREAS, the Merger Agreement
provides that, upon the terms and subject to the conditions set forth in the
Merger Agreement, ZH will merge with and into ASNI-II, with ASNI-II as the
surviving corporation of the merger (the “Merger”). As a result of the Merger,
ZH will become a wholly-owned subsidiary of ZTG, through which its operations
will be conducted.
WHEREAS, the Merger Agreement
defines “Amendment” in part as follows:
“shall mean an amendment to the
Articles of Incorporation of the Parent which shall provide for … (ii) the
increase of authorized shares of Parent Common Stock from 50,000,000 to
100,000,000 shares, (iii) the increase of authorized shares of Parent Common
Stock from 500,000 to 1,000,000 shares…”
WHEREAS, pursuant to section
7.1(b) of the Merger Agreement, the Merger Agreement may be terminated at any
time prior to the closing of the Merger if the closing has not consummated on or
before March 1, 2008, which date may be extended by written agreement of ZTG and
ZH;
NOW THEREFORE, the parties
agree to modify the Agreement as follows:
1. The
terms of the Merger Agreement and any ancillary documents in connection with the
Merger Agreement are incorporated herein by this reference. All
capitalized terms shall have the mean as in the Merger Agreement.
2. “AMENDMENT”
as defined in Article VIII is hereby amended that subsection (ii) and (iii) are
deleted and replaced with as follows:
“(ii) the increase of authorized
shares of Parent Common Stock from 50,000,000 to 1,500,000,000 shares, (iii) the
authorization of 10,000,000 shares of blank check preferred stock of
Parent.”
3. Article
VII, Section 7.1(b) of the Merger Agreement, is hereby amended in part such that
the language “March 1, 2008” is deleted in its entirety and replaced with “April
30, 2008 or such other date as mutually agreed by the respective board of
directors.”
4. Except
as amended by this Amendment to the Merger Agreement, all terms and conditions
of the Merger Agreement remain in full force and effect.
1
This
Amendment to Agreement and Plan of Merger is dated this 15th day of
February, 2008.
| ZEALOUS TRADING GROUP, INC. | |
| By: /s/ XXXXXX XXXX, III | |
|
Xxxxxx “Xxxx” Xxxx,
III
|
|
|
Chief Executive
Officer and President
|
|
| ZEALOUS HOLDINGS, INC. | |
| /s/ SOTHI THILLAIRIAJAH | |
|
By: Sothi
Thillairajah
|
|
|
Chief Operating
Officer
|
|
|
|
|
| ASNI II, INC. | |
| /s/ XXXX X. XXXXX, XX. | |
| By: Xxxx X. Xxxxx, Xx. | |
|
President
|
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