THIRD AMENDMENT TO PLAN AND AGREEMENT OF MERGER
This is an Amendment to that certain Plan and Agreement of Merger
("Agreement of Merger") by and between Fidelity Holdings, Inc., a Nevada
Corporation ("Fidelity"), Major Automotive Group, Inc., a New York Corporation
(the "Merging Corporation"), Major Acquisition Corp., a New York Corporation
(the "Surviving Corporation") and Xxxxx Xxxxxxx(the "Shareholder of the Merging
Corporation").
BACKGROUND
A. The Merger Agreement was executed by all parties on or about April
21,1997.
B. Article 1.2 of the Merger Agreement set a closing date (the "Closing
Date") on or before One Hundred Twenty (120) days from the execution of the
Merger Agreement unless such time period was mutually extended.
C. By amendment effective August 1, 1997, the parties hereto mutually
extended the Closing Date One Hundred Twenty (120) days from August 1,1997.
D. By second amendment effective November 20, 1997, the parties hereto
mutually extended the closing date One Hundred Twenty (120) days from November
20, 1997.
E. The parties hereto have agreed that it is in their best interest to
once again mutually extend the closing date to a time and date mutually agreed
upon but in no event beyond One Hundred Twenty (120) days from the effective
date of this amendment, unless further extended by mutual consent.
NOW, THEREFORE, with the foregoing recital paragraphs incorporated herein
by this reference, and for other good and valuable consideration acknowledged to
have been exchanged and received, the parties hereto, intending to be legally
bound, hereby agree as follows:
ARTICLE 1
EXTENSION OF CLOSING DATE
The closing of the transaction contemplated by the Merger Agreement (the
"Closing") shall occur on a mutually agreed upon date at the offices of
Fidelity, which date shall be not more than One Hundred Twenty (120) days from
March 20, 1998 unless mutually extended.
ARTICLE 2
SURVIVAL OF MERGER AGREEMENT TERMS
All of the terms, conditions, liabilities, limitations and obligations set
forth in the Merger Agreement, except as expressly amended in this Agreement,
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the
20th day of March 1998.
Fidelity Holdings, Inc.
/s/ Xxxxx Xxxxx
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By: Xxxxx Xxxxx, President
Major Automotive Group, Inc.
/s/ Xxxxx Xxxxxx
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By: Xxxxx Xxxxxxx, President
Major Acquisition Corp.
/s/ Xxxxx Xxxxxxx
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By: Xxxxx Xxxxxxx, President
As to Article 2
Major Chevrolet, Inc.
/s/ Xxxxx Xxxxxxx
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By: Xxxxx Xxxxxxx, President
As to Article 2
Xxxxx Xxxxx, Inc.
/s/ Xxxxx Xxxxxxx
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By: Xxxxx Xxxxxxx, President
As to Article 2
Major Subaru, Inc.
/s/ Xxxxx Xxxxxxx
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By: Xxxxx Xxxxxxx, President
As to Article 2
Major Chrysler, Plymouth, Jeep,
Eagle, Inc.
/s/ Xxxxx Xxxxxxx
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By: Xxxxx Xxxxxxx, President
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
