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EXHIBIT 2.6
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (the "Amendment"), is
made and entered into as of March 17, 1998, by and among OSAGE SYSTEMS GROUP,
INC. f/k/a Pacific Rim Entertainment, Inc., a Delaware corporation ("Acquiror"),
Xxxxx Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
Acquiror ("Sub"), X.X. Xxxxx, Inc., a Texas corporation ("HVJ"), and Xxxx X.
Xxxxx, as the sole shareholder of HVJ (the "HVJ Shareholder").
RECITALS
WHEREAS, the parties hereto entered into an Agreement and Plan of Merger
effective as of the date thereof (the "Merger Agreement") pursuant to which Sub
shall merge with and into HVJ (the "Merger");
WHEREAS, the parties hereto desire to amend the Merger Agreement in the
manner set forth herein effective as of the date hereof; and
WHEREAS, any capitalized term used but not defined herein shall have the
meaning ascribed to such term in the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and
representations, and agreements contained herein and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree that the Merger Agreement is hereby amended as
follows:
1. Section 1.3(a)(i) and 1.3(a)(ii) regarding Merger Consideration are
amended in their entirety to read as follows:
(a) Subject to the provisions of Section 1.4 hereafter, the Merger
Consideration, consisting of the total purchase price payable to the HVJ
Shareholder in connection with the acquisition by merger of HVJ, shall be
paid or delivered, as the case may be, and shall consist exclusively of
the following:
(i) at the Closing (as hereafter defined), $395,000 in cash,
cashier's check or by wire transfer to the accounts specified in writing
to Acquiror at least three (3) days prior to the Closing;
(ii) at the Closing, delivery of 105.3 newly issued shares of
Acquiror's preferred stock having a liquidation amount of $1,580,000
("Acquiror Preferred Stock"), subject to the terms and conditions set
forth within the Certificate of Designation attached hereto as Exhibit
1.3(a)(ii); and
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2. Section 1.4(b) regarding Escrow Consideration is amended in its
entirety to read as follows:
(b) The Escrow Consideration shall consist of:
(i) One Hundred Fifty Seven Thousand Five Hundred
Dollars ($157,500) of the Merger Consideration identified at
subparagraph 1.3(a)(i)(the "Escrow Cash"); and
(ii) 33.3 shares of Acquiror Preferred Stock having a
liquidation amount of $500,000 (the "Escrow Shares"), provided however,
that the Escrow Shares shall constitute those shares of Acquiror Preferred
Stock that shall last convert into Acquiror Common Stock in accordance
with the conversion features contained within the Certificate of
Designation of the Acquiror Preferred Stock. The Escrow Shares shall
include those shares of Acquiror Common Stock which are issued upon
conversion, and shall be subject to the terms and provisions of the Escrow
Agreement as though such shares were originally deposited in escrow upon
Closing
3. Except as otherwise set forth herein, the terms of the Merger Agreement
shall remain in full force and effect.
4. This Amendment may be executed in two or more counterparts and
delivered via facsimile, each of which shall be deemed to be an original, and
all of which together shall be deemed to be one and the same instrument.
5. This Amendment shall be governed by and construed in accordance with the
laws of Delaware, without regard to the laws that might otherwise govern under
principles of conflicts of laws applicable hereto.
IN WITNESS WHEREOF, Acquiror, Sub, HVJ and the HVJ Shareholder have
caused this Agreement to be signed by their respective officers hereunto duly
authorized, all as of the date first written above.
Attest: OSAGE SYSTEMS GROUP, INC.
By: Xxxxx Xxxxx By: Xxxx Xxxxxxxxxx
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Name:
Title: President
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Attest: XXXXX ACQUISITION CORP.
By: Xxxx Xxxxxxxxxx By: Xxxx Xxxxxxxxxx
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Name:
Title: President
Attest: X.X. XXXXX, INC.
By: Xxxx X. Xxxxx By: Xxxx X. Xxxxx
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Name:
Title: President
HVJ SHAREHOLDER:
Witness
Xxxx Xxxxxxx Xxxx X. Xxxxx
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Name: Signature
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Address: Name:
------------------------------ Address:
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Percentage of Ownership:
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