Exhibit 2.3
July 31, 2001
Xxxx Xxxxxxx Xxxxxx
Xxxxx Xxxxxx
c/o Faith Walk Designs, Inc.
00000 Xxxxxx Xxxx, Xxxxx X
Xxxxxxx, XX 00000
Re: Side Letter Agreement #2 to that certain Merger Agreement by
and between Decorize, Inc., ("Decorize"), Step of Faith, Inc.,
("Step of Faith") and Faith Walk Designs, Inc., ("Faith
Walk"), dated as of July 31, 2001, (the "Merger Agreement")
Dear Xx. Xxxxxx:
Unless otherwise defined in this Side Letter Agreement #2 to the Merger
Agreement, the capitalized terms used herein shall have the meanings ascribed to
them in the Merger Agreement.
The parties desire to amend the Merger Agreement to permit the Merger
to be recorded under Missouri law. Accordingly, it is agreed that the Merger
Agreement be amended as follows:
(a) Paragraph 3.1(c)(iv) is amended to read in its entirety as follows:
"(iv) In addition to the adjustments contemplated in accordance with
Section 3.2 as hereinafter provided, the actual number of common stock shares to
be given in accordance with subsection (iii) of this Section 3.1 shall be
calculated by dividing the sum of $510,000 by the Trading Price (defined below).
The "Trading Price" shall be the arithmetic average last sale price per share of
common stock in Decorize during the thirty (30) day period immediately following
the date of Closing as reported by the NASDAQ OTC-BB each trading day during
such period. By way of illustration, the Shareholders are entitled to receive
$510,000.00 worth of Decorize common stock at Closing, and if the Trading Price
is $4.00 per share, the Shareholders would be entitled to receive on a pro rata
basis 127,500 shares of Decorize common stock. The calculation shall be set
forth in a certificate of the Chief Financial Officer of Decorize delivered to
the Faith Walk Designs Shareholders."
(b) Section 3(c) is amended to add the following paragraph:
"(vi) The Faith Walk Design Shareholders agree that (A) the Missouri
Articles of Merger shall reflect the initial issuance of 170,000 shares of
Decorize common stock in connection with the Merger, (B) will be subsequently
corrected to reflect the calculated number of shares determined in accordance
with paragraph 3.1(a)(iv), and (C) the delivery of such shares shall not be made
by Decorize until such correction is filed and accepted by the Missouri
Secretary of State."
Except as set forth in this Side Letter Agreement #2, the terms of the
Merger Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Constituent Corporations have caused this Side
Letter Agreement #2 to be signed by the executive officers thereunto duly
authorized, and the Faith Walk Designs Shareholders have executed this Side
Letter Agreement #2, effective as of the date first written above.
FAITH WALK DESIGNS, INC.
By: /s/ Xxxx Xxxxxxx Xxxxxx
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Xxxx Xxxxxxx Xxxxxx, President
STEP OF FAITH, INC.
By: /s/ Xxx Xxxxx
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Xxx Xxxxx, President
DECORIZE, INC.
By: /s/ Xxx Xxxxx
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Xxx Xxxxx, President
"Decorize"
/s/ Xxxx Xxxxxxx Xxxxxx
------------------------------
Xxxx Xxxxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
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