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AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 (the "Amendment Agreement") to the Agreement and
Plan of Merger (the "Merger Agreement"), dated October 18, 2000, by and among
Visionics Corporation, a corporation organized under the laws of the State of
New Jersey (the "Company"), Digital Biometrics, Inc., a Delaware corporation
("Purchaser"), VC Acquisition Corp., a New Jersey corporation and wholly owned
subsidiary of Purchaser ("Merger Sub") and, for purposes of Sections 1.7(a),
8.2, 8.3 and 8.4 of the Merger Agreement only, certain shareholders of the
Company (the "Major Shareholders"), is entered into effective the 28th day of
November 2000 (the "Effective Date") by and among the Company, Purchaser and
Merger Sub. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Merger Agreement.
W I T N E S S E T H:
WHEREAS, Section 7.1(b)(i) of the Merger Agreement provides that the
Merger Agreement may be terminated by either the Company or Purchaser in the
event that the Merger shall not have been consummated on or prior to March 31,
2001 (the "Termination Date"); and
WHEREAS, each of the Company, Purchaser and Merger Sub desires to
extend the Termination Date to May 31, 2001.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is
acknowledged, the parties agree as follows:
A G R E E M E N T:
(1) Amendment. Section 7.1(b)(i) of the Merger Agreement is hereby
amended so that the words "March 31, 2001" are deleted and replaced by the words
"May 31, 2001."
(2) Continued Effectiveness of Merger Agreement. Except as amended
hereby, the Merger Agreement remains in full force and effect without
modification, amendment or alteration and is binding upon and enforceable by and
against the parties thereto.
(3) Governing Law. This Amendment Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to principles of conflicts of laws contained therein.
(4) Counterparts. This Amendment Agreement may be executed in multiple
counterparts, each of which shall be an original, but all of which, when taken
together, shall be deemed one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, Purchaser, Merger Sub and the Company have caused
this Amendment Agreement to be signed and delivered by their respective duly
authorized officers as of the Effective Date.
DIGITAL BIOMETRICS, INC.
By:/s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: President
VC ACQUISITION CORP.
By:/s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Chief Executive Officer
VISIONICS CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
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