1
EXHIBIT 2.12
AMENDMENT NO. 1 TO MERGER AGREEMENT
AMENDMENT, dated as of May 20, 1998, by and among Office
Centre Corporation, a Delaware corporation, Office Centre Xxxxx Xxxxx, a
Delaware corporation, Office Solutions Business Products and Services, Inc., a
California corporation, Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxx.
W I T N E S S E T H :
---------------------
WHEREAS, the parties hereto are parties to that certain merger
agreement, dated as of April 10, 1998 (the "Original Agreement"); and
WHEREAS, the parties desire to amend the Original Agreement in
accordance with the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. EXHIBIT 7.2(b)(i) - XXXXXX XXXXXXX. Section 3(c) of Exhibit
7.2(b)(i) to the Original Agreement with respect to Xxxxxx Xxxxxxx is hereby
deleted in its entirety and replaced with the following:
"Stock options for 75,000 shares (after giving effect to any
reverse stock split of the Company's shares of Common Stock),
of which 25,000 shall be transferable (subject to federal and
state securities laws restrictions), exercisable at the
initial public offering price of the Company, for a period of
10 years from the date of grant, which vest ratably over a
three year period. To the extent not transferred, the Company
will attempt to cause such stock options to be incentive stock
options. Other stock options may be granted yearly in the
discretion of the Company's Compensation Committee and
approved by the Board of Directors of the Company."
2. The Original Agreement, as hereby amended, shall remain in
full force and effect.
3. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which counterparts together shall constitute but one and
the same instrument.
2
IN WITNESS WHEREOF, the parties have executed and delivered
this instrument as of the date and year first above written.
OFFICE CENTRE CORPORATION
By:/s/ XXXXXX X. XXXXXX, XX.
-------------------------------------
Xxxxxx X. Xxxxxx, Xx.
OFFICE CENTRE XXXXX XXXXX
By:/s/ XXXXXX X. XXXXXX, XX.
-------------------------------------
Xxxxxx X. Xxxxxx, Xx.
OFFICE SOLUTIONS BUSINESS PRODUCTS
AND SERVICES, INC.
By:/s/ XXXXXX X. XXXXXXX
-------------------------------------
Xxxxxx X. Xxxxxxx, President
/s/ XXXXXX X. XXXXXXX
-------------------------------------
Xxxxxx X. Xxxxxxx
/s XXXXXXX X. XXXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxxx
