Exhibit 10.2
AMENDMENT TO MERGER AGREEMENT
This AMENDMENT TO MERGER AGREEMENT (this "Amendment") is entered into
as of March 1, 2002, and amends that certain Merger Agreement entered into by
and among DataMEG Corp., a New York corporation ("DataMEG"); DataMEG
Acquisition Corp. 1, a North Carolina corporation and a wholly-owned subsidiary
of DataMEG (the "DataMEG Merger Sub," and together with DataMEG, the "DataMEG
Companies"); North Electric Company, Inc, a North Carolina corporation (the
"NEC") and Xxx Xxxxxx ("Xxxxxx"), a resident of the State of North Carolina who
has the authority to execute this Agreement on behalf of all of the
shareholders of NEC (the "Shareholders"). Certain other capitalized terms used
herein are defined in Article X of the Merger Agreement.
RECITALS
The parties entered into the Merger Agreement. The parties acknowledge
that the Merger Agreement contained various conditions that were required to be
met prior to the consummation of the merger between NEC and DataMEG Merger Sub.
The parties, specifically including the Boards of Directors of DataMEG and NEC
have determined that it is in the best interests of their respective
shareholders for DataMEG, through DataMEG Merger Sub, its wholly owned
subsidiary, to acquire all of the issued and outstanding shares of the common
stock of NEC and for the parties to waive all conditions to consummation of the
merger contained in Section 1.6(b) and Section 1.9 of the Merger Agreement. In
order to effectuate the transaction, DataMEG has organized the DataMEG Merger
Sub as a wholly-owned subsidiary of DataMEG, and the parties have agreed to
merge the DataMEG Merger Sub with and into NEC so that NEC continues as the
surviving corporation. As a result of the Merger, NEC will become a wholly
owned subsidiary of DataMEG.
TERMS OF AGREEMENT
Now, therefore, for good and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1) All conditions to the consummation of the merger are satisfied
and/or waived and Section 1.6(b) and Section 1.9 of the Merger
Agreement are hereby deleted in their entirety from the Merger
Agreement and shall no longer be enforceable. Any and all references
to Section 1.6(b) or Section 1.9 of the Merger Agreement are also
hereby deleted in their entirety from the Merger Agreement.
2) All rights to termination of the Merger Agreement are no longer
enforceable.
3) The date of execution of this Amendment shall be considered the Merger
Closing Date and the parties shall promptly cause the Merger to be
consummated by filing duly executed Articles of Merger (with the
completed Plan of Merger annexed thereto) with the Secretary of State
of North Carolina, in such form as DataMEG and NEC reasonably determine
is required by, and is in accordance with, the relevant provisions of
the Corporation Code and the NEC Shares and the DataMEG Shares will be
exchanged.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Merger Agreement to be duly executed by their respective authorized persons as
of the date first indicated above.
DATAMEG CORP., a New York Corporation
By: __/s/__________
Name: Xxxxxx Xxxxxx
Title: President
DATAMEG ACQUISITION CORP. 1, INC., a North Carolina corporation
By: __/s/__________
Name: Xxxxxx Xxxxxx
Title: President
NORTH ELECTRIC COMPANY., a North Carolina corporation
By: __/s/__________
Name: Xxx Xxxxxx
Title: President
THE SHAREHOLDERS
By: __/s/__________
Name: Xxx Xxxxxx
Individually and on behalf of all NEC Shareholders
