Services Acquisition Corp. International
000 Xxxx Xxxx Xxxxxxxxx, Xxxxx 0000
Xx. Lauderdale, FL 33301
November 6, 2006
Jamba Juice Company
0000 00xx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger dated as
of March 10, 2006, as previously amended on each of August 2, 2006 and August
29, 2006, (the "Agreement") by among Services Acquisition Corp. International, a
Delaware corporation ("Parent"), JJC Acquisition Company, a California
corporation and a wholly-owned subsidiary of Parent ("Merger Sub") and Jamba
Juice Company, a California corporation ("Company"). Capitalized terms used
herein but not otherwise defined herein shall have such meanings as defined in
the Agreement. The parties have agreed to amend and modify the Agreement as
follows:
1. Notwithstanding anything to the contrary in the Agreement, the
language of Section 8.1(h) shall be deleted in its entirety and replaced with
the following: "by either Parent or the Company if the Closing Date shall not
have occurred by December 8, 2006."
2. This letter may be executed in two or more counterparts, all of
which when taken together shall be considered one and the same agreement. In the
event that any signature is delivered by facsimile transmission, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile signature page were an original thereof.
3. Except as modified hereby all of the other terms and conditions of
the Agreement remain in full force and effect.
[REMAINDER OF XXXX INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this letter (amending the
Agreement) as of the date first written above.
SERVICES ACQUISITION CORP. INTERNATIONAL
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Title: Chairman
JJC ACQUISITION COMPANY
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Title: President
JAMBA JUICE COMPANY
By: /s/ Xxxx Xxxxxxx
------------------------------------
Title: President
By: /s/ Xxxxxxx Xxx
------------------------------------
Title: Secretary
