AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Exhibit
2.1
AMENDMENT
TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
THIS
AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of
June
19, 2007 (the “Amendment”), is entered into by and among Dynabazaar, Inc.
(“Dynabazaar”), LQ Merger Corp. (“LMC”), and L Q Corporation, Inc.
(“LQ”).
RECITALS
WHEREAS,
Dynabazaar, LMC and LQ are parties to the Amended and Restated Agreement and
Plan of Merger, dated as of February 26, 2007 (the “Merger Agreement”),
under which LMC is proposed to merge with and into LQ;
WHEREAS,
the parties to the Merger Agreement desire to amend the Merger Agreement in
accordance with the terms of this Amendment; and
WHEREAS,
Section H.3 of the Merger Agreement provides that the Merger Agreement may
be
amended by a written instrument signed by the parties to the Merger
Agreement.
NOW,
THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as
follows:
1.
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Section
G.1.(b) of the Merger Agreement is hereby amended by replacing the
words
“June 30, 2007” with the words “August 31,
2007”.
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2.
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Section
G.1.(c) of the Merger Agreement is hereby amended by replacing the
words
“June 25, 2007” with the words “August 25,
2007”.
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3.
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Section
G.1.(f) of the Merger Agreement is hereby amended by replacing the
words
“June 20, 2007” in each place it appears with the words “August 20,
2007”.
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4.
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Section
G.1.(g) of the Merger Agreement is hereby amended by replacing the
words
“June 20, 2007” in each place it appears with the words “August 20,
2007”.
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5.
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Capitalized
terms used and not otherwise defined herein shall have the meanings
given
such terms in the Merger Agreement.
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6.
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The
execution and delivery of this Amendment shall in no way affect any
right,
power or remedy of any party hereto or constitute a waiver or amendment
of
any provision of the Merger Agreement, except as expressly set forth
herein. Except as expressly provided herein, the Merger
Agreement remains in full force and effect as originally executed
by the
parties thereto and is hereby ratified and
confirmed.
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7.
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8.
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This
Amendment may be executed in two or more counterparts, each of which
shall
be deemed an original, but all of which together shall constitute
one and
the same instrument. In the event that any signature is
delivered by facsimile or e-mail transmission, such signature shall
create
a valid binding obligation of the party executing (or on whose behalf
such
signature is executed) the same with the same force and effect as
if such
facsimile or e-mail signature were the original
thereof.
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IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
as of the date first above written.
L
Q CORPORATION,
INC.
By:
/s/
Xxxxxx
Xxxxx
Name: Xxxxxx Xxxxx
Title: Chairman
LQ
MERGER CORP.
By:
/s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Chief Financial Officer and Treasurer
DYNABAZAAR, INC.
By:
/s/ Xxxx
Xxxxx
Name: Xxxx Xxxxx
Title: Chairman