AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OR MERGER
Reference is hereby made to that certain Agreement and Plan of
Merger dated as of April 24, 2002 (the "Agreement") by and among CobraTech
International, Inc., a Nevada corporation ("Parent"), MetaSource Systems, Inc.,
a Delaware corporation ("Acquired Corp"), and Meta Source Acquisition Corp., a
Delaware corporation, a wholly-owned subsidiary of Parent ("Acquiring Corp").
All capitalized terms used herein, but not otherwise defined herein, shall have
the meanings ascribed to them in the Agreement.
WHEREAS, the parties to the Agreement desire to amend certain
terms of the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual
covenants hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Amendment to Section 1.13. Section 1.13 of the Agreement is hereby
amended by replacing the number "$250,000.00" in the first sentence of such
section with the number "$400,000.00."
Except for the specific changes provided for in this section, all terms and
conditions of the Agreement shall remain and are in full force and effect.
2. Amendment to Section 16.1. Section 16.1(g) of the Agreement is hereby
amended in its entirety by substituting the following:
"(g) Parent and/or Acquiring Corp may terminate this Agreement by
giving written notice to Acquired Corp if Acquired Corp has not provided
evidence satisfactory to Parent that Acquired Corp has secured and finalized
enforceable purchase agreements with the Acquired Entities on or before the
Expiration Date. In the event that Parent and/or Acquiring Corp terminate the
Agreement pursuant to this Section 16.1(g), Acquired Corp shall be obligated to
repay the Bridge Loan referred to within Section 1.13 within 30 days of the
mailing of the notice of termination along with interest at a rate of 8%
accruing from the date Acquired Corp receives the Bridge Loan. In the event
Acquired Corp fails to repay the Bridge Loan within 30 days of the mailing of
the termination notice, Parent may, in its sole discretion, convert any unpaid
amounts of principal and interest into a pro-rata portion (depending the amount
paid) of a 7% non-dilutable equity interest in Acquired Corp in the form of
Acquired Corp Common Stock. Such interest shall remain non-dilutable for a
period of 12 months from the date of conversion. Should Parent elect not to
convert the unpaid principal and interest into Acquired Corp Common Stock, on
the thirty-first (31st) day following the termination notice, Acquired Corp
shall issue Parent a non-dilutable 5% interest in Acquired Corp in the form of
Acquired Corp Common Stock. Such interest shall remain non-dilutable for a
period of 12 months from the issuance date and the unpaid principal shall
continue to accrue interest at 8% until paid, in full."
3. Miscellaneous. This Amendment shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
one instrument.
IN WITNESS WHEREOF, each of the following parties have caused this
Amendment to be duly executed as of the 23rd day of May 2002.
Parent: Acquired Corp:
CobraTech International, Inc. MetaSource Systems, Inc.
/s/ Xxx Xxxxxx /s/ Xxxxxxxx Xxxxx
By: _____________________________ By: ___________________________
Xxx Xxxxxx Xxxxxxxx Xxxxx
Its: President Its: President
/s/ Xxx Xxxxxx /s/ Xxxxx Xxxxxx
By: _____________________________ By: ___________________________
Xxx Xxxxxx Xxxxx Xxxxxx
Its: Secretary Its: Secretary
Acquiring Corp:
Meta Source Acquisition Corp.
By: /s/ Xxx Xxxxxx
--------------------------------------------
Xxx Xxxxxx
Its: President
By: /s/ Xxx Xxxxxx
--------------------------------------------
Xxx Xxxxxx
Its: Secretary
