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EXHIBIT 2.2
AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF REORGANIZATION
Agreement of Amendment dated as of the 14th day of September 2000 by and
among Storage Computer Corporation, a Delaware corporation (the "Parent"), Cyber
Acquisition Corporation, a Delaware corporation ("Acquisition Sub") and
CyberStorage Systems Corporation, a Delaware corporation (the "Company"). The
Parent, Acquisition Sub and the Company are parties to that certain Agreement
and Plan of Reorganization dated as of August 22, 2000 (the "Merger Agreement");
capitalized terms used herein without definition are used with the same meaning
as in the Merger Agreement.
Whereas, the Merger Agreement provides, in pertinent part, that the warrant
to purchase Company Capital Stock dated September 16, 1999 held by GMC (the "GMC
Warrant") would, at the Effective Time, be assumed by the Parent; and
Whereas, the parties and GMC are desirous that, in lieu of the Parent
assuming the GMC Warrant, such Warrant be exchanged, in the Merger, for the
number of shares of Parent Common Stock for which the Assumed Warrant would have
been exercisable;
Now, therefore, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree that the
Merger Agreement shall be amended as follows:
1. Section 1.8(c)(ii) of the Merger Agreement, as amended hereby,
shall read in its entirety as follows:
"(ii) Warrant Exchanged. At the Effective Time, the warrant to
purchase Company Capital Stock dated September 16, 1999 (the "GMC Warrant")
held by Green Mountain Capital, L.P. ("GMC") shall be exchanged for 121,000
shares of Parent Common Stock."
2. All references in the Merger Agreement to the term "Assumed
Warrant" shall refer instead to the "GMC Warrant".
3. Except as specifically amended hereby, the Merger Agreement shall remain
in full force and effect without modification.
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In Witness Whereof, the parties have executed this Agreement of Amendment
as of the date first above written.
STORAGE COMPUTER CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxxxxxx
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Chief Executive Officer
CYBER ACQUISITION CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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President
CYBERSTORAGE SYSTEMS CORPORATION
By: /s/ Xxxx X. Xxxxxx
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President
