Exhibit 2.2
AMENDMENT NO. 1 TO THE
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 to the Agreement and Plan of Merger, dated April 5,
2002, is entered into by and among PC Connection, Inc., a Delaware corporation
(the "Buyer"), Boca Acquisition Corp., a Florida corporation and a wholly owned
subsidiary of the Buyer (the "Transitory Subsidiary"), MoreDirect, Inc., a
Florida Corporation (the "Company"), Xxxxxxx X. Xxxxxx, as sole stockholder of
the Company, and Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxx and Xxxxx Xxxxxx (the
"Officers").
WITNESSETH
WHEREAS, the Buyer, the Transitory Subsidiary, the Company, Xx. Xxxxxx and
the Officers are parties to that certain Agreement and Plan of Merger, dated as
of March 25, 2002 (the "Merger Agreement"); and
WHEREAS, the Merger Agreement contemplates that the Officers will become
stockholders of the Company prior to the Effective Time (as defined in the
Merger Agreement) and it has been subsequently determined that the Officers
shall not become stockholders of the Company.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
the Parent, the Transitory Subsidiary, the Company, Xx. Xxxxxx and the Officers
agree as follows:
1. All references to "Company Stockholders" in the Merger Agreement shall
be substituted with "Company Stockholder."
2. All references to "Stockholders Representative" shall be substituted
with "Stockholder Representative."
3. Schedule I to the Merger Agreement and all references thereto in the
Merger Agreement are hereby deleted.
4. Section 1.3 (f) of the Merger Agreement is deleted in its entirety and
the following is inserted in lieu thereof:
"the Buyer shall deliver to the Company Stockholder a promissory note in
the form attached hereto as Exhibit I (the "Promissory Note") representing
the right to receive the Initial Merger Consideration (as defined in
Section 1.6 below); and"
5. Section 5.2(o) of the Merger Agreement is deleted in its entirety and
the following is inserted in lieu thereof:
"the Company shall cancel all Company Options and Company Warrants; and"
6. Section 6.5 of the Merger Agreement is hereby amended by inserting the
following new Section 6.5(e) immediately following the existing Section 6.5(d):
"(e) Notwithstanding anything to the contrary set forth in Article VI or
elsewhere in this Agreement, the Buyer's obligations under the Promissory
Note, and the Company Stockholder's rights thereunder, shall be absolute
and unconditional and shall not be subject to the provisions of this
Article VI in any respect."
7. The parties hereby recognize that at all times since incorporation of
the Company, Xx. Xxxxxx has been the only stockholder of the Company and shall
be the only stockholder of the Company immediately prior to the Effective Time
(as defined in the Merger Agreement).
8. The Officers, by executing this amendment, shall be deemed not to be
parties to the Merger Agreement for all purposes thereof, including without
limitation Section 8.11.
9. Except as expressly amended hereby, all of the terms and conditions of
the Merger Agreement shall continue in full force and effect.
10. This Amendment may be executed in any number of counterparts, each of
which shall be an original but all of which taken together shall constitute one
and the same instrument.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the
Merger Agreement to be signed by their respective officers thereunto duly
authorized as of the date first written above.
PC CONNECTION, INC.
/s/ Xxxxx X. Xxxxxx
--------------------
Name: Xxxxx X. Xxxxxx
Title: President
BOCA ACQUISITION CORP.
/s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Operating Officer
MOREDIRECT, INC.
/s/ Xxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxx
Title: C.E.O.
COMPANY STOCKHOLDER
/s/ Xxxxxxx X. Xxxxxx
----------------------
Xxxxxxx X. Xxxxxx
OFFICERS
/s/ Xxxxxxx Xxxxxxx
-------------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
-------------------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxx
-------------------------------
Xxxxx X. Xxxxxx
