EXHIBIT 2.2
ACQUISITION AGREEMENT
AMENDMENT NO. 1
This Amendment No. 1 (this "Amendment") to the Acquisition
Agreement dated as of November 10, 2004 (the "Agreement"), is
entered into by and between XXXX-XXXXXX, INC., a corporation
organized under the laws of the State of Nevada ("BHSR"), and DM2
TECHNOLOGY INC., a corporation organized under the laws of the
Province of Quebec ("DM2"), and the owners of the capital stock
of DM2 listed on Exhibit A of the Agreement, who execute and
become a party to this Amendment.
WHEREAS, BHSR desires to acquire up to 100% of the issued and
outstanding stock, including, but not limited to, all the current
assets, accounts receivable, customer lists and equipment of DM2
(the "Business"); and
WHEREAS, the Parties desire to amend certain provisions of the
Agreement, specifically, the consideration paid and date and time
of the Closing.
NOW, THEREFORE, THE PARTIES hereto, in consideration of the
mutual agreement hereinafter contained and promises herein
expressed do hereby agree as follows:
1. That the consideration given for the acquisition of the
Business of DM2 by BHSR shall be amended to consist only of
shares of common stock of BHSR. No cash consideration shall be
given. Accordingly, Section 1 of the Agreement shall be amended
in its entirety to read as follows:
1. The Acquisition
1.1 Tender and Exchange.
a. Subject to the terms and conditions of this
Agreement, at the Closing to be held as
provided in Section 2, BHSR shall tender the
BHSR Shares (defined below) to DM2 on behalf
of the DM2 Shareholders.
b. DM2 shall receive the BHSR Shares from BHSR
on behalf of its respective Shareholders,
free and clear of all encumbrances other than
restrictions imposed by United States federal
and state securities laws.
1.2 Transaction. At the Closing, BHSR will tender
10,000,000 shares of its common stock (the "BHSR
Shares") in exchange for the Business and all of
the outstanding shares of capital stock of DM2,
consisting of 100 shares of common stock (the "DM2
Shares"). The BHSR Shares shall be issued and
delivered as set forth in Exhibit A hereto.
2. That the Closing shall be held at the offices of DM2 no
later than the close of business on November 22, 2004. In
addition, BHSR has filed its Amended and Restated Articles of
Incorporation effective as of November 15, 2004. Accordingly,
Section 2.1 of the Agreement shall be amended in its entirety to
read as follows:
2.1 Place and Time. The closing of the instant transaction
(the "Closing") shall take place at the offices of DM2
Technology, Inc., 0000 Xxxxxxxxxxxxx Xxx., Xxxxx 000,
no later than the close of business (Eastern Time) on
November 22, 2004 or at such other place, date and
time as the parties may agree in writing.
3. That all other terms and conditions of the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Amendment to be executed by their respective officers, hereunto
duly authorized, and entered into as of November 22, 2004.
XXXX-XXXXXX, INC. DM2 TECHNOLOGY INC.
By:/s/Xxxxx Xxxxxxx By:/s/Xxxxxx Xxxxxxx
Xxxxx Xxxxxxx, President Xxxxxx Xxxxxxx, President
By signing this and assenting to this Amendment, the undersigned
shareholder acknowledges that this Amendment shall serve as
written consent and approval of the proposal by the Boards of
Directors of DM2 Technology Inc. and Xxxx-Xxxxxx, Inc. to amend
the Agreement with respect to their respective acquisitions.
SHAREHOLDER:
/s/Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
