FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT
Exhibit
2.2
FIRST
AMENDMENT TO
THIS
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND STOCK PURCHASE AGREEMENT
(this “Amendment”)
entered into as of March 13, 2008 among HOMELAND SECURITY CAPITAL CORPORATION,
a
Delaware corporation (“HSCC”),
SAFETY & ECOLOGY HOLDINGS CORPORATION, a Nevada corporation (the
“Company”)
and
Xxxxxxxxxxx Xxxxxxxxxx and Xxxx X. Xxxxxx (collectively, the “Principal
Shareholders”).
WITNESSETH:
WHEREAS,
the parties entered into that certain Agreement and Plan of Merger and Stock
Purchase Agreement, dated as of March 13, 2008 (“Merger Agreement”), pursuant to
which, at the Effective Time, HSCC Acquisition Corp. was merged with and into
SEC, as further described in the Merger Agreement and subject to the terms
and
conditions set forth therein; and
WHEREAS,
the parties wish to amend the Merger Agreement to, among other things, provide
for certain modifications as set forth herein.
NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, and intending to be legally bound, the parties agree as
follows:
1. Recitals/Definitions.
The
recitals set forth above are hereby incorporated into and made a part of this
Amendment. Unless otherwise defined herein, capitalized terms used in this
Amendment shall have the definitions ascribed to them in the Merger
Agreement.
2. Effective
Date.
The
preamble to the Merger Agreement is hereby deleted in its entirety and replaced
with the following:
“THIS
MERGER AND PURCHASE AGREEMENT (this “Agreement”)
is
effective as of February 29, 2008 by and among HOMELAND SECURITY CAPITAL
CORPORATION, a Delaware corporation (“HSCC”),
HSCC
ACQUISITION CORP., a Nevada corporation (“Mergersub”),
SAFETY & ECOLOGY HOLDINGS CORPORATION, a Nevada corporation (the
“Company”)
and
Xxxxxxxxxxx Xxxxxxxxxx and Xxxx X. Xxxxxx (collectively, the “Principal
Shareholders”).”
3. Acknowledgment.
Each
of
the parties agrees and acknowledges that effective
control of the Company was transferred to HSCC as of February 29, 2008 and
such
date will be designated as the effective acquisition date of the Company for
accounting and all other purposes.
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4. Covenants.
Section
6.9 to the Merger Agreement is hereby deleted in its entirety and replaced
with
the following:
“Subsidiary
Distributions.
Prior
to January 1, 2010, HSCC agrees not to cause the Company to distribute cash
or
other assets to HSCC in its capacity as a shareholder of the Company. On
or
after January 1, 2010, HSCC agrees that only the Board of Directors of the
Company shall be permitted to cause the Company to distribute cash or other
assets to HSCC in its capacity as a shareholder of the
Company.”
4. Effect
of Amendment.
As
expressly modified hereunder, the Merger Agreement shall remain in full
force.
5. Counterparts.
This
Amendment may be executed in two or more counterparts, each of which, when
executed and delivered, shall have the force and effect of law, and all of
which
together shall constitute one and the same instrument.
6. Governing
Law.
This
Amendment shall be governed by and construed in accordance with the laws of
the
State of Delaware without regard to its conflict of laws doctrines.
[REMAINDER
OF PAGE LEFT INTENTIONALLY BLANK]
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SIGNATURES
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date
first above written.
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HOMELAND
SECURITY CAPITAL CORPORATION,
a
Delaware corporation
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By:
/s/ C. Xxxxxx
XxXxxxxx
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Name:
C. Xxxxxx XxXxxxxx
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Title:
CEO
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SAFETY
& ECOLOGY HOLDINGS CORPORATION,
a
Nevada corporation
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By:
/s/ C. Xxxxxx
XxXxxxxx
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Name:
C. Xxxxxx XxXxxxxx
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Title:
President
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PRINCIPAL
SHAREHOLDERS:
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/s/
Xxxxxxxxxxx
Xxxxxxxxxx
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Name: Xxxxxxxxxxx
Xxxxxxxxxx
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/s/
Xxxx X.
Xxxxxx
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Name: Xxxx
X. Xxxxxx
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