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EXHIBIT 2.1
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the "Amendment")
is made and entered into this 22nd day of March, 2001, by and among U.S.
TECHNOLOGIES INC., a Delaware corporation (the "Parent"), U.S. TECHNOLOGIES
ACQUISITION CO., a Delaware corporation and a wholly-owned subsidiary of the
Parent ("Acquisition Co."), and XXXXX.XXX INC., a Delaware corporation
("Yazam").
RECITALS
WHEREAS, the parties entered into that certain Agreement And Plan Of
Merger, dated as of February 28, 2001 (the "Agreement"); and
WHEREAS, the parties wish to amend the Agreement as set forth in this
Amendment;
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing matters and the
mutual covenants and agreements herein set forth, and for other good and
valuable consideration, the receipt, sufficiency and adequacy of which are
hereby acknowledged, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Capitalized terms used but not defined in this Amendment shall have
the meanings therefor which are set forth in the Agreement.
2. Notwithstanding the restrictions on Yazam set forth in Section 6.01
or elsewhere in the Agreement, Yazam shall be permitted to, and shall,
concurrently with the Closing, prepay in full the principal of, along with all
interest accrued through the payoff date on, Yazam's line of credit under the
Line of Credit Agreement dated as of April 17, 1999 by and between Jerusalem
Global Ltd. and Yazam in the original principal amount of $500,000.00. The total
amount of such payoff has been calculated and agreed upon by the parties and by
the payee at US $580,503.
3. Each of the two uses of the words "June 1" in Section 5.06 of the
Agreement are replaced with the words "September 1".
4. Sections 12.01, 12.02, 12.03, 12.04, 12.07, 12.09 and 12.10 of the
Agreement apply, mutatis mutandis, to this Amendment.
5. Other than as and to the extent amended by this Amendment, the
Agreement remains in full force and effect.
Exhibit 2.1
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
U.S. TECHNOLOGIES INC.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Chairman and Chief Executive Officer
U.S. TECHNOLOGIES ACQUISITION CO.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
President
XXXXX.XXX INC.
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Acting Chief Executive Officer
Exhibit 2.1
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