Amendment
to
Agreement and Plan of Merger and Reorganization
THIS AMENDMENT is made as of this 23rd day of January 2001 to that certain
Agreement and Plan of Merger and Reorganization dated as of December 29, 2000 by
and among Xxxxxxxxx Enterprises, Inc., a Florida corporation ("Xxxxxxxxx"),
Ranger Industries, Inc., a Connecticut corporation ("Ranger"), and BEI
Acquisition Corporation, a Florida corporation ("BEI") (the "Merger Agreement").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which both parties hereby acknowledge and agree as follows:
1. All capitalized terms used in this Amendment have the meanings set forth
in the Merger Agreement unless otherwise defined in this Amendment.
2. The last sentence of the introductory paragraph to Section 6.1(d) is
hereby deleted in its entirety and the following shall be inserted in its
place:
"The parties agree to complete the Tender Offer immediately after the
Effective Time; the parties agree that the Tender Offer will not be
completed unless the Merger is completed prior thereto."
3. Section 6.1(d)(v) is hereby deleted in its entirety, and the following
shall be inserted in its place:
"The Tender Offer will be completed immediately after the Effective
Time."
4. Section 6.4 is hereby amended to add the following subsection (e):
"The parties hereto agree to complete the Tender Offer immediately after
the Effective Time."
5. Section 7.1(d) is hereby deleted in its entirety, and the following shall
be inserted in its place:
"[INTENTIONALLY OMITTED.]"
6. This Amendment may be executed in one or more counterparts, each of which
shall be deemed to be an original copy of this Amendment, and all of
which, when taken together, shall be deemed to constitute, but one and the
same agreement.
7. The Merger Agreement remains in full force and effect except as
specifically modified hereby.
8. The boards of directors of Xxxxxxxxx, Ranger, and BEI have each approved
and declared advisable this Amendment, and have approved the Merger and
the other transactions contemplated by the Merger Agreement.
IN WITNESS WHEREOF, the Xxxxxxxxx, Ranger, and BEI, by their duly
authorized officers, have each caused this Amendment to be executed as of the
date first written above.
RANGER INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Xxxx X. Xxxxxxxx, Secretary
BEI ACQUISITION CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Xxxx X. Xxxxxxxx, Secretary
XXXXXXXXX ENTERPRISES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx, President
