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EXHIBIT 2.2
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Pursuant to Section 11.2 of the Agreement and Plan of Merger (the
"Agreement"), dated as of February 13, 2001, by and among Ameritrade Holding
Corporation, a Delaware corporation, TradeCast Inc., a Delaware corporation, TC
Merger Sub Inc., a Delaware corporation, and each of the Persons listed on the
Schedule of Stockholders attached thereto (each a "Stockholder" and together
"Stockholders"), and in consideration of the mutual promises made in the
Agreement and this Amendment, the parties thereto agree that the terms of the
Agreement are amended set forth herein.
1. Section 2.2(d) of the Agreement is hereby amended by adding the
phrase "any amounts necessary to satisfy any claims theretofore
asserted by any Purchaser Indemnified Party pursuant to Article X
and resolved pursuant to the provisions thereof and" immediately
prior to the phrase "any amounts deemed by Purchaser and the
Stockholders Representative reasonably necessary..." and by adding
the phrase "delivered to Stockholders and Sellers" immediately prior
to the phrase "from (B) the Earn-Out Shares".
2. Section 6.4 of the Agreement is hereby amended by adding the phrase
"and on Schedule 4.3" after the phrase "and marked with an
asterisk".
3. Section 7.4 of the Agreement is hereby amended by adding the phrase
"and Purchaser shall have received all consents and approvals set
forth on Schedule 4.3" after the phrase "and marked with an
asterisk".
4. Section 9.1(b) of the Agreement is hereby amended by deleting the
date "March 30, 2001" and replacing it with the date "April 2,
2001".
5. All capitalized terms used herein and not defined in this Amendment
shall have the same meaning as set forth in the Agreement.
6. The provisions of the Agreement, as amended hereby, shall remain in
full force and effect in accordance with its terms.
7. This Amendment shall be governed by and construed in accordance with
the internal laws of the State of Delaware without giving effect to
the principles of conflicts of law thereof.
8. This Amendment may be executed in two or more counterparts, each of
which shall for all purposes be deemed to be an original and all of
which shall constitute the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to the Merger Agreement to be executed and delivered on this 30th day of March,
2001.
AMERITRADE HOLDING CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name:
Title:
TRADECAST, INC.
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
-------------------------------------
Name:
Title:
TC MERGER SUB, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name:
Title:
/s/ Xxxxxx X. Xxxxxxxx, Xx.
----------------------------------------
Xxxxxx X. Xxxxxxxx, Xx., individually
/s/ Xxxxx X. Xxxxxx
----------------------------------------
Xxxxx X. Xxxxxx, individually
/s/ Xxxxxxx Xxxxx
----------------------------------------
Xxxxxxx Xxxxx, individually
Xxxxxx 2000 Trust
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx, Trustee
0000 Xxxxxx
Xxxxxxx, Xxxxx 00000
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Earthman 2000 Trust
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx, Xx., Trustee
0000 Xxx Xxxxx
Xxxxxxx, Xxxxx 00000
HMS 2000 Trust
By: /s/ Xxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxx Xxxxx, Trustee
c/o TradeCast Ltd.
0000 Xxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
NS 2000 Trust
By: /s/ Xxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxx Xxxxx, Trustee
c/o TradeCast Ltd.
0000 Xxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
TS 2000 Trust
By: /s/ Xxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxx Xxxxx, Trustee
c/o TradeCast Ltd.
0000 Xxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
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Delta 2000 Trust
By: /s/ Xxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxx Xxxxx, Trustee
c/o TradeCast Ltd.
0000 Xxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Omega 2000 Trust
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx, Trustee
c/o TradeCast Ltd.
0000 Xxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
